Page 170 - TYCONS - ANNUAL REPORT 2022

Tycoons Worldwide Group (Thailand) Plc.

5.7 Composition of the Board of Directors
The Board of Directs is responsible for determining the business direction and policy. The Board
of Directors shall consist of a chairman, a vice chairman and directors who can act independently
to counterbalance the management. In that the board may consist of executive directors in
response to the size of the organization and give an effective performance. There shall not be less
than five directors in the Board.

5.8 The Chairman of the Board and the Managing Director
The Board of Directors shall designate a director as the Managing Director other than Chairman
of the Board so that their roles, authorities and duties are clearly separated to ensure balance
between management and corporate governance.

5.9 Terms of Directorship
The Directors shall serve a term of office of three years. Each year, one-third (1/3) of the directors
shall retire. If the number of directors is not a multiple three parts, the number of directors nearest
to one-third (1/3) shall retire.The directors retiring from their office in the first and second year
after the registration shall be made by drawing lots. For subsequent years, the directors who have
held office longest shall retire. The directors who vacate office is eligible for re-election by
shareholders.

5.10 Board of Directors’ Meeting
The Board of Director shall set the meeting schedule of entire year in advance. The meeting is
usually convened quarterly unless irregular meeting is needed. The chairman or designated
director ensures that all directors receive all relevant documents prior to the meeting so that they
have sufficient time to study all the issues before attending the meeting or casting their votes. The
given documents must be clear, analytical and sufficient of recommendation.

5.11 The duties of the Board of Directors
1. To perform its duty in the most professional manner to comply with all laws, the
company’s objectives, articles of association and shareholder’s resolutions as well as to
preserve the company’s benefit and interests.
2. To determine the company’s direction and control all business operations in accordance
with the related government entities’ rules and regulations. To assure the disclosure of
information to shareholders and related entities as well as perform transparency
management to achieve optimal benefits to the company.
3. To ensure that business is operated efficiently and in compliance with all regulatory bodies
such as the Stock Exchange of Thailand (SET) and the Securities and Exchange
Commission (SEC).
4. To ensure that the company has effective internal control systems and an internal audit
unit that works closely with the audit committee.
5. The Board of Directors may establish an executive board and a management team or
delegate control to other persons to manage the company under the Board of Directors’
supervision. The delegation must be accompanied by responsibilities and limitation of the

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