Page 38 - Annual report eng 2020

Tycoons Worldwide Group (Thailand) Plc.

7. In case of such matter is already prescribed in the business plan or budget duly approved by the
Board of Directors, the Executive Board shall be entitled to take any action regardless of the
amount of money involved.
8. In any matters other than those specified in clause 7, the Executive Board is empowered to
approve items concerning working capital loans (any other loan will be forwarded to Board of
Directors for consideration).
9. Approval on opening an account with any financial institution.

The Managing Director
1. To be a chairman of all management.

2. To approve all operational plans of every department.
3. To manage and run the business according to the normal practices of the company. With respect
to any significant matters, adversely affecting the company’s reputation and financial status

regarding the company’s business, the managing director will consult the Board of Directors for
their consideration.

4. Follow up the company’s business operations to conform them to the company plan and assigned
policy.

5. To approve requests from any department over which he has authority.
6. To preliminarily consider and propose investment plans or new businesses together with
sales/acquisitions of asset in an amount exceeding 50 million baht before submitting such matters
to the Board for approval through Executive Board
7. To propose the annual expense budget to be forwarded to the Board of Directors.

8. To consider merit of, appoint, transfer, punishing, discharging and recruiting managers.
9. To run the business following the policies set out by the Board of Directors.

10. To carry out such duties in good faith and with care to preserve the interests of the company.
11. To authorize the foregoing except the approval of connected transaction as per definition of the
office of the Securities and Exchange Commission (SEC).
12. The managing director shall propose any borrowing or lending transactions, solicitation of
facilities from financial institutions and granting of guarantees on behalf of any parties, to the
Executive Board and/or Board of Directors to obtain approval. Working capital loans from

8.3 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.

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