Page 68 - TYCONS - ANNUAL REPORT 2022

Tycoons Worldwide Group (Thailand) Plc.

abuse of the authority and decision making is fair and independent for long term interest
of the company.

The Chairman’s duties include the following:

Guiding the Board to ensure its effective functioning. Providing independent advice
and counsel to the President. Consulting with the President and Company Secretary to draw
up meeting agendas. Encouraging all board members to debate issues freely during
meetings, ask questions and express opinions. Ensuring effective communication with the
shareholders.

Qualifications of Independent Directors
The Board of Directors has set the qualifications of independent directors according
to the Stock Exchange of Thailand’s requirements. In 2022, Mr. Navin Vongchankit, a
highly experience person in accounting and financial field, was elected as independent
director whose qualification is in line with the requirement.

Composition of the Board of Directors
The Board of Directs has determined the number of the directors in the board
according to the size of the company. The board now consists of four executive directors
and three independent directors totaled up seven directors. In that, independent directors
account for one third of the members.

The Chairman of the Board / the Managing Director
The Board of Directors determined that the MD and the Chairman of the Board are
different individuals, and their authorities and duties are clearly separated to ensure balance
between management and corporate governance. In 2022, the Company’s Chairman of the
Board is Mr. Huang, Wen-Sung and the MD is Mr. Natthawat Thanapinyanun.

Terms of Directorship
The term of directorship is three years. Each year, one third of the directors will
complete their terms. In 2022, the followings directors retire by rotation and re-elect to
return to the office.
The Annual General Shareholders’ Meeting 2022, the number of directors who will
retire by rotation in year 2022 is 2 persons consisting of Director Ms. Hwang, Feng-Mei
Director, Mr. Jirawat Huang Independent Director propose the re-election of the retiring
directors, to serve the position of director for another term.

Board of Directors’ Meeting

The Board of Directors sets 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.

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