Page 36 - Annual Report English 2018

Tycoons Worldwide Group (Thailand) Plc.

4. To ensure that the company has effective internal control systems and an internal audit unit
that works closely with the audit committee.
5. The Board of Directors may establish an executive board and a management team or delegate
control to other persons to manage the company under the Board of Directors’ supervision.
The delegation must be accompanied by responsibilities and limitation of the control and
must not be delegated to persons in circumstances that would lead to conflicts of interest
with the company and its subsidiaries.
6. To have the intention to run the business continuously and conduct themselves with honesty
and integrity and to be interested in the business in which they hold the directorship.
7. To be consistently responsive to the shareholders and protect their interests as well as
providing to them fair, complete and transparent disclosure.
8. Consider the approval of business plans, annual budgets and sales/acquisitions of the asset
exceeding 50 MB, joint ventures in expanding its business and approval of any other loans
besides the working capital loans, which are solely authorized by the Executive Board.
All aforementioned responsibilities can be enforced and approved by the Board of Director
except for the following items, which require shareholders’ approval.
1) In compliance with the law, requiring a shareholders’ resolution in regard to transfers
or disposals of an entity, increases in paid-up capital, merger etc;
2) Connected transactions as set out in SET regulations;

Apart from the resolution of a shareholder meeting, a vote of not less than three
quarters of the total number of votes of shareholders who attend the meeting and have
the right to vote is required to approve the following events:
3) The sale or transfer of the whole or important parts of the business of the company to
other persons;
4) The purchase or acceptance of transfer of the business of other companies or private
companies by the company;
5) The making, amending or terminating of contracts with respect to the granting of a
lease of the whole or important parts of the business of the company, the assignment of
the management of the business of the company to any other persons or the
amalgamation of the business with other persons with the purpose of profit and loss
sharing;
6) The amending of the articles of association and memorandum of association;
7) The increase and reduction in company capital;

8) The merger or termination of the company; and
9) Any other relevant issue stipulated by law.

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