Page 71 - Microsoft Word - One-Report-Eng 2024 Final.docx
P. 71
Tycoons Worldwide Group (Thailand) Plc.
2. To determine the company’s direction and control all business operations in accordance
with the related government entities’ rules and regulations. To assure the disclosure of information
to shareholders and related entities as well as perform transparency management to achieve
spoptimal benefits to the company.
3. To ensure that business is operated efficiently and in compliance with all regulatory
bodies such as the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission
(SEC).
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
Effective date: February 19, 2008.
6.1.2 Policy Rights of Shareholders and Stakeholders
Shareholders are the owners of the company. They control the company by appointing the
Board of Directors to act as their representatives. Shareholders are eligible to make decisions on
any of significant corporate changes. Therefore, the company encourages shareholders to exercise
their rights.
Basic shareholder rights are rights to buy, sell, or transfer shares, share in the profit of the
company, obtain relevant and adequate information on the company in a timely manner and on a
regular basis, participate and vote in the shareholder meetings to elect or remove members of the
board, appoint the external auditor, and make decisions on any transactions that affect the company
such as dividends payment, amendments to the company’s articles of association or the company’s
bylaws, capital increases or decreases, and the approval of extraordinary transactions, etc.
The Board of Directors realizes the importance of shareholders’ meeting as revealed in the
policies to facilitate all shareholders equally in attending the meeting, provide sufficient information
timely in advance of the meeting so that the shareholders have enough time to decide whether to
attend or to designate representatives to attend the meeting on their behalves. Shareholders are
encouraged to query directors and allowed to propose an agenda item, the directors on the other
62