Page 33 - Annual Report English 2018

Tycoons Worldwide Group (Thailand) Plc.

Director’s remuneration; The Board of Directors has disclosed clearly the directors’
remuneration policies which is in response to the contributions and responsibilities of each
directors and the remuneration is approved by shareholders through shareholders’ meeting.

Managements’ remuneration: The Board of Directors has developed the management
remuneration policy that is fair and attractive enough for qualified people to take the
position and perform at high standard.

5. 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 2018, 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 2018, 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.

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