Page 39 - Annual Report English 2018

Tycoons Worldwide Group (Thailand) Plc.

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.
3. The directors who resign at the first and second year, respectively, will be decided
by draw. Thereafter, the directors required to resign will be those that have served
the longest, but after resignation will be able to be re-appointed the following year.
4. The general shareholder’s meeting may pass a resolution that any director be
vacated from office before completing his term, which resolution must be passed by
votes of not less than three-fourths of the number of shareholders with the right to
vote and attending the meeting and whose shares altogether constitute not less than
one-half of the number of shares held by shareholders attending the meeting and
have the right to vote.
5. One shareholder is entitled to one vote per share.

6. Each shareholder must use all of his votes under (5) to vote for the election of one
to be directors. Shareholders must cast all of their votes for one nominee, and may
not divide their votes.
7. The candidates obtaining the highest numbers of votes shall be appointed directors,
until all vacancies are filled. Should be a tie vote, the chairman of the Board of
Directors will make the determination.
The appointment of president of the Company must be approved the Board of
directors, and management of the Company directly appointed by the president.

8.4 Supervision operations of its subsidiaries and associates

The Company investment in subsidiaries or associated company must be approved by
the Board of directors and authorized the Chairman/directors on behalf of the Company
as the Chairman/directors of the subsidiaries and associated company by the proportion
of shareholding.

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