Page 67 - TYCONS - ANNUAL REPORT 2022

Tycoons Worldwide Group (Thailand) Plc.

Risk Management

The Board of Directors has adopted a risk management system for all material
and controllable risk and included the reporting and evaluating system in response the
current situation. In 2022, the Board of Directors has considered political risk, which now
does not affect the company directly. As for economic risk in exchange rate, the company
has employed forward contract to minimize the risk. All managements are responsible for
risk management. In assessing the risk, the chance of occurring and the impact it might
create was examined, then prevention measures were proposed. The Company’s internal
audit has been performed audit in relation to risk and then reported to the committee, so
that the committee could report to the Board of Directors in time.

6.2 Code of Ethics
Ethics is an integral part of corporate governance. The Board of Directors
established the code of ethics for management and staff which is considered to be their
tasks. This covers penalty of punishment of those who fail to comply, therefore all the staff
must follow strictly. The implication and supervision of the code of ethics is applied

through the existing management system.

6.3 Corporate Governance Policy Compliance Report
The Board of Directors established the policy that encourage all employees to
behave honesty and properly and accountable to stakeholders, and shareholders at all time.
This will, in turn, become the organization culture that values social responsible.

Independence and Impartiality of Directors
The Board of Directors has performed its duty and exercised its discretion
independently from the managements and major shareholders. Each director has the duty
and is independence to ask questions, express opinions, make objection or vote as he/she
sees fit in relation to all matters affecting the interests of the company, shareholders or
stakeholders.

Qualifications of Directors
The Board of Directors consisted of various qualities including age, profession,
and knowledge which are beneficial for the company operation and can bring about fresh
perspective. Directors had adequate time to perform their duties to the fullest extent with
high ethical standard. In 2022, none of the directors of the Company served as director of
other listed company more than 5 companies.

Duties of Chairman of the Board of Directors
Key duties of the Chairman as leader are to ensure effective functioning of the
Board. The Chairman is accountable to the board and function as a coordinator between the
Board and the management through the President. The Chairman also has duty to further
communicate the Board’s resolutions as appropriate.
There is distinction of duty between the Chairman as policy leader and the President
as leader for day-to-day management of the Company. The Company has a policy to
separate the positions of Chairman of the Board and President. This ensures that there is no

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