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Tycoons Worldwide Group (Thailand) Plc.


                                     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.
                           8. In any matters other than those specified in clause 7, the Executive Board is empowered to
                           approve items concerning working capital loans (any other loan will be forwarded to Board of
                           Directors for consideration).
                           9. Approval on opening an account with any financial institution.








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