BROOKER ANNUAL REPORT 2012

The Brooker Group Public Co Ltd Annual Report 2012
5. To review connected transactions, or transactions that may lead to conflicts of interests, to
ensure that they are in compliance with the law and the Exchange’s regulations, and are
reasonable and for the highest benefit of the Company;
6. To prepare, and to disclose in the Company’s annual report, an audit committee’s report that is
signed by the audit committee’s chairman and consist of at least the following information:
(a) an opinion on the accuracy, completeness and creditability of the Company’s financial
report,
(b) an opinion on the adequacy of the Company’s internal control system,
(c) an opinion on the compliance with the laws on securities and exchange, the Exchange‘s
regulations, or the laws relating to the Company’s business,
(d) an opinion on the suitability of the external auditor,
(e) an opinion on the transactions that may lead to conflicts of interests,
(f) the number of the audit committee meetings, and the attendance of such meetings by each
committee member,
(g) an opinion or overview comment received by the audit committee from its performance of
duties in accordance with the charter, and
(h) other transactions which, according to the audit committee’s opinion, should be known to
the shareholders and general investors, subject to the scope of duties and responsibilities
assigned by the Company’s board of directors.
7. To perform any other act as assigned by the Company’s board of directors, with the approval of
the audit committee.
All three Audit Committee Members are Independent Directors who are all qualified to review the
financial reports. Dr Peter Weldon, the Chairman of the Audit Committee, is highly experienced
having worked with several international companies. Dr Weldon had ever been chairman of a
company in Hong Kong and served as a director in other companies in Hong Kong and the
Philippines.
Mr Chaipatr Srivisarvacha is presently the Executive Chairman and Chief Executive Officer of
Seamico Securities Public Co Ltd, a related company, and Chief Executive Officer of KT ZMICO
Securities Co Ltd. From 2001 to 2007, he served as an Independent Director and Member of the
Audit Committee of Thanachart Bank Public Co Ltd.
Mrs Punnee Worawuthichongsathit is currently also a Member of the Audit Committee of Hemaraj
Land and Development Public Co Ltd, a Member of the Audit Committee of Thai Wacoal Public Co
Ltd as well as being a Member of the Accounting for Taxation Committee of the Federation of
Accounting Profession. In the past, she was also a Member of the Audit Committee of GM
Multimedia Public Co Ltd, Nakornthai Strip Mill Public Co Ltd and TT&T Public Co Ltd.
For more information on these three directors please refer to items 2, 3 and 5 of the Details of
Directors and Executive Management on pages 36-38.
4. The Compensation Committee
The Board of Directors’ Meeting No. 7/2012 held on 12 November 2012 resolved to add a new
member of the Compensation Committee, which now comprises of:
Name
Current Position
1. Mrs Punnee Worawuthichongsathit Independent Director
Member of the Audit Committee
Chairwoman of the Nominating Committee
Chairwoman of the Compensation Committee
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