Page 33 - Annual report eng 2020

Tycoons Worldwide Group (Thailand) Plc.

6. Responsibilities of the Board

The Board of Directors has played a role in setting the company’s goal, task, and budget,
and moreover oversaw the company operation according to its goal. The Board of Directors
has also made comments on the internal control/audit system to manage the risk and
maximize the company’s profitability.

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 2020, 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.

Code of Ethics
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 2020, 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 abuse of the
authority and decision making is fair and independent for long term interest of the company.

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