BROOKER ANNUAL REPORT 2012

Annual Report 2012
The Brooker Group Public Co Ltd
Authorities and Duties of the Executive Committee
The Board of Directors may devolve any power, as it sees appropriate to EXCO. Notwithstanding
this, the Board of Directors Meeting No 3/2009 held on 11 August 2009 resolved to immediately
vest the following authorities and powers in EXCO on an ongoing basis:
1. Regular review of financial statements.
2. Regular review of operations and progress compared to budget.
3. Review and suggest amendments to internal control policies.
4. Approve investments exceeding Baht 10 million and report all transactions to the Board of
Directors for ratification.
The Annual General Meeting of Shareholders No. 1/2009 held on 29 April 2009 approved a new
guideline and policy for cash utilization of the Brooker Group Plc and its subsidiaries as follows:
• The Board of Directors or any person designated by the Board of Directors is empowered to
utilize such fund and/or working capital with flexibility in maximizing the benefit for the
shareholders.
3. The Audit Committee
The Board of Directors’ Meeting No. 6/2012 held on 9 August 2012 approved the re-appointment of
the members of the Audit Committee for another three-year term. The Chairman and Members of
the Audit Committee will be in office for 3 years as from 28 July 2012. The present Audit Committee
comprises of the following independent directors:
Name
Current Position
1. Dr Peter Weldon Independent Director
Chairman of the Audit Committee
Member of the Compensation Committee
2. Mr Chaipatr Srivisarvacha Independent Director
Member of the Audit Committee
Member of the Compensation Committee
3. Mrs Punnee Worawuthichongsathit Independent Director
Member of the Audit Committee
Chairwoman of the Nominating Committee
Chairwoman of the Compensation Committee
Authorities and Duties of the Audit Committee
The Audit Committee, which reports to the Board of Directors, has the authorities and duties in
accordance with the SET Notification of 2008 as follows:
1. To review the Company’s financial reporting process to ensure that it is accurate and adequate;
2. To review the Company’s internal control system and internal audit system to ensure that they
are suitable and efficient, to determine an internal audit unit’s independence, as well as to
approve the appointment, transfer and dismissal of the chief of an internal audit unit or any
other unit in charge of an internal audit;
3. To review the Company’s compliance with the securities and exchange regulations, regulations
of the Stock Exchange of Thailand, and laws relating to the Company’s business;
4. To consider, select and nominate an independent person to be the Company’s auditor, and to
propose such person’s remuneration, as well as to attend a non-management meeting with an
auditor at least once a year;
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