Page 52 - Annual Report English 2018

Tycoons Worldwide Group (Thailand) Plc.

11.2 Measures/Procedures of approving connected transactions

The Board of Directors had approved the principle of related party transactions
in accordance with the laws and regulations. For normal trading transaction such as
inter-company sales and purchases, the Board of Directors will review the general
company policies and the specific agreement to determine whether the transaction is
proposed to be conducted on a fair basis. If approved, the transaction is permitted to
proceed on such terms. The audit committee must attend the Board of Directors
meeting and approve the proposed arrangement in order to protect the best interest of
the company. For such other significant transactions such as the sales/acquisitions of
assets and loans between related companies, details of such transaction must be
forwarded to the meeting of board of directors of the company for approval, which
meeting must also be attended by the audit committee. Such transactions must also be
in compliance with laws on securities and the regulations, announcements, orders and
notifications of the SET and SEC.

11.3 Policy or trend of connected transactions

Should there be future connected transaction between the company and its parent
company or subsidiaries apart from those normal trades that might involve parties with
conflicts of interest, the company will seek the opinion of the audit committee
regarding the necessity of and accountability for such proposed transaction. In the
event that the audit committee does not have the requisite expertise to evaluate the
transaction, the company will seek the opinions of independent experts or its auditors.
The board of directors will take into consideration such opinions. The company will
also include any such transactions in the notes to its financial statements, which are
audited by the company’s auditors.

In making future connected transactions, the company’s directors will also comply
with the laws on securities and the regulations, announcements, orders and
notifications of the SET and SEC, as well as the regulations regarding disclosure of
connected transactions and acquisitions and dispositions of significant assets of a listed
company.

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