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Tycoons Worldwide Group (Thailand) Plc.

risk and then reported to the committee, so that the committee could report to the Board of
Directors in time.

6.2 Code of Ethics
Code of ethics is one component of corporate governance. Can be viewed on the Company's
website. (www.tycons.com) Investor Relations Page on Corporate Governance
Ethics is an integral part of corporate governance. The Board of Directors established the
code of ethics for management and staff which is considered to be their tasks. This covers penalty
of punishment of those who fail to comply, therefore all the staff must follow strictly. The implication
and supervision of the code of ethics is applied through the existing management system.

6.3 Corporate Governance Policy Compliance Report
The Board of Directors established the policy that encourage all employees to behave
honesty and properly and accountable to stakeholders, and shareholders at all time. This will, in
turn, become the organization culture that values social responsible.

Independence and Impartiality of Directors
The Board of Directors has performed its duty and exercised its discretion independently
from the managements and major shareholders. Each director has the duty and is independence
to ask questions, express opinions, make objection or vote as he/she sees fit in relation to all matters
affecting the interests of the company, shareholders or stakeholders.

Qualifications of Directors
The Board of Directors consisted of various qualities including age, profession, and
knowledge which are beneficial for the company operation and can bring about fresh perspective.
Directors had adequate time to perform their duties to the fullest extent with high ethical standard.
In 2024, none of the directors of the Company served as director of other listed company more than
5 companies.

Duties of Chairman of the Board of Directors
Key duties of the Chairman as leader are to ensure effective functioning of the Board. The
Chairman is accountable to the board and function as a coordinator between the Board and the
management through the President. The Chairman also has duty to further communicate the Board’s
resolutions as appropriate.
There is distinction of duty between the Chairman as policy leader and the President as
leader for day-to-day management of the Company. The Company has a policy to separate the
positions of Chairman of the Board and President. This ensures that there is no abuse of the authority
and decision making is fair and independent for long term interest of the company.

The Chairman’s duties include the following:
Guiding the Board to ensure its effective functioning. Providing independent advice and
counsel to the President. Consulting with the President and Company Secretary to draw up meeting
agendas. Encouraging all board members to debate issues freely during meetings, ask questions
and express opinions. Ensuring effective communication with the shareholders.

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