Page 52 - Annual report eng 2019

Tycoons Worldwide Group (Thailand) Plc.

11.2 Measures/Procedures of approving connected transactions

The Board of Directors had approved the principle of related party transactions in
accordance with the laws and regulations. For normal trading transaction such as inter-
company sales and purchases, the Board of Directors will review the general company
policies and the specific agreement to determine whether the transaction is proposed to be
conducted on a fair basis. If approved, the transaction is permitted to proceed on such terms.
The audit committee must attend the Board of Directors meeting and approve the proposed
arrangement in order to protect the best interest of the company. For such other significant
transactions such as the sales/acquisitions of assets and loans between related companies,
details of such transaction must be forwarded to the meeting of board of directors of the
company for approval, which meeting must also be attended by the audit committee. Such
transactions must also be in compliance with laws on securities and the regulations,
announcements, orders and notifications of the SET and SEC.

11.3 Policy or trend of connected transactions

Should there be future connected transaction between the company and its parent
company or subsidiaries apart from those normal trades that might involve parties with
conflicts of interest, the company will seek the opinion of the audit committee regarding
the necessity of and accountability for such proposed transaction. In the event that the audit
committee does not have the requisite expertise to evaluate the transaction, the company
will seek the opinions of independent experts or its auditors. The board of directors will
take into consideration such opinions. The company will also include any such transactions
in the notes to its financial statements, which are audited by the company’s auditors.

In making future connected transactions, the company’s directors will also comply with
the laws on securities and the regulations, announcements, orders and notifications of the
SET and SEC, as well as the regulations regarding disclosure of connected transactions
and acquisitions and dispositions of significant assets of a listed company.

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