Page 79 - TYCONS - ANNUAL REPORT 2022

Tycoons Worldwide Group (Thailand) Plc.

8. Report on key operating results on corporate governance

8.1 Summary of duty performance of the Board of Directors in the past year

8.1.1 Selection, development and evaluation of duty performance of the
Board of Directors.

(1) Independent director

1. All Independent Director Members has requisite qualification in accordance with
relevant SEC and SET rules and guidelines, (specifically, that such members has one
accounting or finance backgrounds is Mr. Surabhon Kwunchaithunya).

2. All Independent Director Members have no relationships (e.g., parents, spouses,
children, uncles and aunts) between the candidates and the management or majority
shareholders of company or its affiliates.

3. All Independent Director members have no relationships with Company/ parent
company/ affiliated and associated companies or juristic persons with potential conflicts of
interest at present and during the past two years, as follows:
- Executive directors, staff, employees or advisers who earn salaries from
Company.
- Professional service provider.
- Material business relationships with Company that may affect their
independence.

(2) Election of the directors and the management
Selection of persons to be appointed as directors of the company does not involve
the process of nominating committee whatsoever. Nevertheless, the company has laid
down guidelines on the appointment of board of directors as follows:

1. Board of directors shall carry out its duties according to the laws, the objectives
and the Articles of Association of the company, including the resolutions of the
meetings of shareholders.

2. At every general shareholder’s meeting, one-third of the directors shall vacate their
office. In case the number of outgoing directors cannot be divisible by three, the
number closet to one-third shall be applied.

3. The directors who resign at the first and second year, respectively, will be decided
by draw. Thereafter, the directors required to resign will be those that have served
the longest, but after resignation will be able to be re-appointed the following year.
4. The general shareholder’s meeting may pass a resolution that any director be
vacated from office before completing his term, which resolution must be passed

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