Page 34 - Annual Report English 2018

Tycoons Worldwide Group (Thailand) Plc.

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.

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 2018, 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 2018, the Company’s Chairman of the
Board is Mr. Huang, Wen-Sung 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 2018, the followings directors retire by rotation and re-elect to
return to the office.

The Annual General Shareholders’ Meeting 2018, the number of directors who will retire
by rotation in year 2018 is 2 persons consisting of Chairman of Board Director Mr. Huang,
Wen-Sung, Director Mr. Natthawat Thanapinyanun, Mr. Surabhon Kwanchaithunya
Chairman of the Audit Committee Independent Director. Chairman of the Board propose
the re-election of the retiring director, 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
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