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