Page 79 - Microsoft Word - One-Report-Eng 2024 Final.docx

Tycoons Worldwide Group (Thailand) Plc.

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.
All aforementioned responsibilities can be enforced and approved by the Board of Director
except for the following items, which require shareholders’ approval.
a. In compliance with the law, requiring a shareholders’ resolution in regard to transfers or disposals
of an entity, increases in paid-up capital, merger etc;
b. Connected transactions as set out in SET regulations;
Apart from the resolution of a shareholder meeting, a vote of not less than three quarters of the total
number of votes of shareholders who attend the meeting and have the right to vote is required to
approve the following events:
c. The sale or transfer of the whole or important parts of the business of the company to other
persons;
d. The purchase or acceptance of transfer of the business of other companies or private companies
by the company;
e. The making, amending or terminating of contracts with respect to the granting of a lease of the
whole or important parts of the business of the company, the assignment of the management of the
business of the company to any other persons or the amalgamation of the business with other
persons with the purpose of profit and loss sharing;
f. The amending of the articles of association and memorandum of association;
g. The increase and reduction in company capital;
h. The merger or termination of the company; and
i. Any other relevant issue stipulated by law.

The Audit Committee

The audit committee of the company has the scope of duties and responsibilities to the Board of
Director on the following matters:
1. To review the Company's financial process to ensure that it is accurate and adequate
2. To review the Company's internal control system and internal audit system to ensure that they
are suitable and efficient, to determine an internal audit unit's independence, as well as to approve
the appointment, transfer and dismissal of the chief of an internal audit unit or any other unit in
charge of an internal audit
3. To review the Company's compliance with the law on securities and exchange, the Exchange's
regulations, and the laws relating to the Company's business
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

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