Page 36 - Annual report eng 2019

Tycoons Worldwide Group (Thailand) Plc.

8.2 Sub-Committee of Board of Directors

The scope of work and responsibilities of the Board of Directors, Audit Committee Executive Board,
Managing Director in accordance with Public Limited Company Act and related Acts are as follows:

The Board of Directors

1. To perform its duty in the most professional manner to comply with all laws, the company’s
objectives, articles of association and shareholder’s resolutions as well as to preserve the

company’s benefit and interests.
2. To determine the company’s direction and control all business operations in accordance with the
related government entities’ rules and regulations. To assure the disclosure of information to
shareholders and related entities as well as perform transparency management to achieve optimal
benefits to the company.

3. To ensure that business is operated efficiently and in compliance with all regulatory bodies such as
the Stock Exchange of Thailand (SET) and the Securities and Exchange Commission (SEC).
4. To ensure that the company has effective internal control systems and an internal audit unit that
works closely with the audit committee.
5. The Board of Directors may establish an executive board and a management team or delegate
control to other persons to manage the company under the Board of Directors’ supervision. The
delegation must be accompanied by responsibilities and limitation of the control and must not be
delegated to persons in circumstances that would lead to conflicts of interest with the company
and its subsidiaries.

6. To have the intention to run the business continuously and conduct themselves with honesty and
integrity and to be interested in the business in which they hold the directorship.

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.
1) 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.;
2) 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:

3) The sale or transfer of the whole or important parts of the business of the company to other
persons;
4) The purchase or acceptance of transfer of the business of other companies or private
companies by the company;

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