Page 34 - Annual report eng 2019

Tycoons Worldwide Group (Thailand) Plc.

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 2019, 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.

Qualifications of Independent Directors
The Board of Directors has set the qualifications of independent directors according to the
Stock Exchange of Thailand’s requirements. In 2019, Mr. Surabhon Kwunchaithunya, a
highly experience person in accounting and financial field, was elected as independent
director whose qualification is in line with the requirement.

Composition of the Board of Directors
The Board of Directs has determined the number of the directors in the board according to
the size of the company. The board now consists of four executive directors and three
independent directors totaled up seven directors. In that, independent directors account for one
third of the members.

The Chairman of the Board / the Managing Director
The Board of Directors determined that the MD and the Chairman of the Board are
different individuals, and their authorities and duties are clearly separated to ensure balance
between management and corporate governance. In 2019, the Company’s Chairman of the
Board is Ms. Lu, Yen-Chuan, a replacement of Mr. Huang, Wen-Sung with effective on
August 21, 2019 and the MD is Mr. Natthawat Thanapinyanun.

27