Page 68 - One Report Thai Final_ENG_2021
P. 68

Tycoons Worldwide Group (Thailand) Plc.


                           4.  To consider, select and nominate an independent person to be the Company's auditor,
                           and to propose such person's remuneration, as well as to attend a non-management meeting
                           with an auditor at least once a year
                           5.   To review the Connected Transactions, or the transactions that may lead to conflicts of
                           interests,  to  ensure that they are in compliance with  the  laws and  the  Exchange's
                           regulations, and are reasonable and for the highest benefit of the Company
                           6.  To prepare, and to disclose in the Company's annual report, an audit committee's report
                           which  must  be  signed by the audit committee's chairman  and consist  of at least the
                           following information
                                    a. an opinion on the accuracy, completeness and creditability of the Company's
                           financial report,
                                 b. an opinion on the adequacy of the Company's internal control system,
                                  c. an  opinion on the compliance  with the  law on securities and exchange, the
                           Exchange's regulations, or the laws relating to the Company's business,
                                 d. an opinion on the suitability of an auditor,
                                  e. an opinion on the transactions that may lead to conflicts of interests,
                                  f. the number of the audit committee meetings, and the attendance of such meetings
                           by each committee member,
                                  g.  an opinion  or  overview comment  received by the audit  committee from  its
                           performance of duties in accordance with the charter, and
                                  h. other transactions which, according to the audit committee's opinion, should be
                           known to the shareholders  and general  investors, subject  to  the scope of  duties  and
                           responsibilities assigned by the Company's board of directors; and
                           7.   Appoint, revoke, transfer of terminate the Director of the Internal Audit Office (if any)
                           or employ or change the employment of other Internal Audit Offices.
                           8.   To perform any other act as assigned by the Company's board of directors, with the
                           approval of the audit committee.

                           The Executive Board
                           1. Prescribe the policy, direction, strategy and structure of major management work for the
                           business operation of the company to respond to and support the economic and competitive
                           situation  as prescribed and declared  to the shareholders  and  to propose the same  for
                           approval of the Board of Directors.
                           2. Prescribe business plan, budget and management power of the company and propose the
                           same for approval of the Board of Directors.
                           3. Inspect, follow up the policy and management guidelines in various aspects to determine
                           whether it is properly implemented to benefit the business operation of the company.
                           4. Inspect and follow up the results of business operations to determine whether it is in
                           accordance with the approved business plan.
                           5. Consider, as a preliminary matter, large investment projects of the company below 50
                           MB (if greater than 50 MB, it will be forwarded to the Board of Directors).
                           6. Perform other duties as being assigned by the Board of Directors from time to time.
                           7. In case of such matter is already prescribed in the business plan or budget duly approved
                           by the  Board of  Directors, the  Executive  Board shall be  entitled to  take  any action
                           regardless of the amount of money involved.







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