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Tycoons Worldwide Group (Thailand) Plc.

5.3 Code of Ethics
Ethics is an integral part of corporate governance. The Board of Directors established the code of ethics for
management and staff which is considered to be their tasks. This covers penalty of punishment of those
who fail to comply, therefore all the staff must follow strictly. The implication and supervision of the code of
ethics is applied through the existing management system.

5.4 Independence and Impartiality of Directors
The Board of Directors shall perform its duty and exercise its discretion independently from the Management
and major shareholders. Each director has the duty and independence to ask questions, express opinions
or make objection and vote as he or she sees fit in relation to all matters affecting the interests of the
company , shareholders or stakeholders.

5.5 Qualifications of Directors
The Board of Directors shall consist of various qualities including age, profession, and knowledge which are
beneficial for the company operation and can bring about fresh perspective. Directors must be prepared to
give adequate time and effort to perform their duties to the fullest extent with high ethical standard.

5.6 Qualifications of Audit Committee / Independent Directors
The Board of Directors shall ensure that the qualifications of independent directors are in line with the Stock
Exchange of Thailand’s requirements as follows:
1. Holding shares of no more than five percent of the paid-up registered capital of the Company,
affiliated companies, associated companies or other related companies. This shall include shares held by
related persons.
2. Being a non-executive director of the Company, affiliated companies, associated companies and
related companies or its major shareholders including not being an employee, staff or consultant receiving
salary on the payroll of the Company, affiliated companies, associated companies, related companies or
the Company’s major shareholders.
3. Being a director without direct or indirect financial and managerial interests or stake in the
Company, affiliated companies, associated companies or its major shareholders;
4. Being a director who is not related to or not being a closed relative with the Company’s executives
or major shareholders.
5. Being a director not appointed as an agent to protect the interests of the Company’s directors,
major shareholders or shareholders relating to the Company’s major shareholders.
6. Being able to act and express his opinions independently

5.7 Composition of the Board of Directors
The Board of Directs is responsible for determining the business direction and policy. The Board of Directors
shall consist of a chairman, a vice chairman and directors who can act independently to counterbalance
the management. In that the board may consist of executive directors in response to the size of the
organization and give an effective performance. There shall not be less than five directors in the Board.

5.8 The Chairman of the Board and the Managing Director
The Board of Directors shall designate a director as the Managing Director other than Chairman of the Board
so that their roles, authorities and duties are clearly separated to ensure balance between management and
corporate governance.

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