Page 34 - Annual report eng 2020

Tycoons Worldwide Group (Thailand) Plc.

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 2020, Mr. Surabhon Kwunchaithunya, 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 2020, the Company’s Chairman of the
Board is Ms. Lu, Yen-Chuan, a replacement of Mr. Huang, Wen-Sung with effective on
August 21, 2019 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 2020, the followings directors retire by rotation and re-elect to return to the
office.

The Annual General Shareholders’ Meeting 2020, the number of directors who will retire by
rotation in year 2020 is 2 persons consisting of Chairman of Board Ms. Lu, Yen-Chuan,
Independent Director Phiphat Wangphichit. Chairman of the Board propose the re-election of
the 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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