Page 70 - Microsoft Word - One-Report-Eng 2024 Final.docx

Tycoons Worldwide Group (Thailand) Plc.

or consultant salary on the payroll of the Company, affiliated companies, associated companies,
sprelated companies or the Company’s major shareholders.

3. Being a director without direct or indirect financial and managerial interests or stake
in the Company, affiliated companies, associated companies or its major shareholders;

4. Being a director who is not related to or not being a closed relative with the
Company’s executives or major shareholders.

5. Being a director not appointed as an agent to protect the interests of the Company’s
directors, major shareholders or shareholders relating to the Company’s major shareholders.

6. Being able to act and express his opinions independently

6. Composition of the Board of Directors
The Board of Directs is responsible for determining the business direction and policy. The
Board of Directors shall consist of a chairman, a vice chairman and directors who can act
independently to counterbalance the management. In that the board may consist of executive
directors in response to the size of the organization and give an effective performance. There shall
not be less than five directors in the Board.

7. The Chairman of the Board and the Managing Director
The Board of Directors shall designate a director as the Managing Director other than
Chairman of the Board so that their roles, authorities and duties are clearly separated to ensure
balance between management and corporate governance.

8. Terms of Directorship
The Directors shall serve a term of office of three years. Each year, one-third (1/3) of the
directors shall retire. If the number of directors is not a multiple three parts, the number of directors
nearest to one-third (1/3) shall retire. The directors retiring from their office in the first and second
year after the registration shall be made by drawing lots. For subsequent years, the directors who
have held office longest shall retire. The directors who vacate office is eligible for re-election by
shareholders.

9. Board of Directors’ Meeting
The Board of Director shall set 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 meeting or casting their votes. The
given documents must be clear, analytical and sufficient of recommendation.

10. The duties of the Board of Directors
1. To perform its duty in the most professional manner to comply with all laws, the
company’s objectives, articles of association and shareholder’s resolutions as well as to preserve
the Company’s benefit and interests

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