Page 86 - Microsoft Word - One-Report-Eng 2024 Final.docx
P. 86

Tycoons Worldwide Group (Thailand) Plc.


                           (2)  Election of the directors and the management

                                 Selection of persons to be appointed as directors of the company does not involve the
                              process of nominating committee whatsoever. Nevertheless, the company has laid down
                              guidelines on the appointment of board of directors as follows:

                              1.  Board of directors shall carry out its duties according to the laws, the objectives and the
                                 Articles of Association of the company, including the resolutions of the meetings of
                                 shareholders.

                              2.  At every general shareholder’s meeting, one-third of the directors shall vacate their office.
                                 In case the number of outgoing directors cannot be divisible by three, the number closet to
                                 one-third shall be applied.

                              3.  The directors who resign at the first and second year, respectively, will be decided by draw.
                                 Thereafter, the directors required to resign will be those that have served the longest, but
                                 after resignation will be able to be re-appointed the following year.

                              4.  The general shareholder’s meeting may pass a resolution that any director be vacated from
                                 office before completing his term, which resolution must be passed by votes of not less
                                 than three-fourths of the number of shareholders with the right to vote and attending the
                                 meeting and whose shares altogether constitute not less than one-half of the number of
                                 shares held by shareholders attending the meeting and have the right to vote.
                              5.  One shareholder is entitled to one vote per share.

                              6.  Each shareholder must use all of his votes under (5) to vote for the election of one to be
                                 directors. Shareholders must cast all of their votes for one nominee, and may not divide
                                 their votes.

                              7.  The candidates obtaining the highest numbers of votes shall be appointed directors, until
                                 all vacancies are filled. Should be a tie vote, the chairman of the Board of Directors will
                                 make the determination. The appointment of president of the Company must be approved
                                 the Board of directors,  and management of the Company directly appointed by the
                                 president.
                                     8.1.2 Meeting attendance and remuneration payment to each Board member

                        Details of Attendance and service of the Board of Directors

                                                               Number of         Number of years the
                                       Name                attendances /   Total   directors have served
                                                               of meeting
                                                            2024      2023           2024 (years)
                          1. Mr. Huang, Wen-Sung              4/4       6/6              21.5
                          2. Ms. Lu, Yen-Chuan                0/4       0/6              21.5
                          3. Mr. Natthawat Thanapinyanun      4/4       6/6              18.5
                          4. Ms. Hwang, Feng-Mei              4/4       6/6               8.8
                          5. Mr. Navin Vongchankit            4/4       6/6               3.2
                          6. Mr. Jirawat Huang                4/4       6/6              21.5
                          7. Mr. Phiphat Wangphichit          4/4       5/6              21.5



                                                               77
   81   82   83   84   85   86   87   88   89   90   91