Page 39 - Annual report eng 2019

Tycoons Worldwide Group (Thailand) Plc.

7. To propose the annual expense budget to be forwarded to the Board of Directors.
8. To consider merit of, appoint, transfer, punishing, discharging and recruiting managers.

9. To run the business following the policies set out by the Board of Directors.
10. To carry out such duties in good faith and with care to preserve the interests of the company.

11. To authorize the foregoing except the approval of connected transaction as per definition of the
office of the Securities and Exchange Commission (SEC).
12. The managing director shall propose any borrowing or lending transactions, solicitation of facilities
from financial institutions and granting of guarantees on behalf of any parties, to the Executive
Board and/or Board of Directors to obtain approval. Working capital loans from

8.3 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.

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