BROOKER ANNUAL REPORT 2012

The Brooker Group Public Co Ltd Annual Report 2012
subsequent years, the Directors who have held office for the longest term shall vacate office.
Retiring Directors are eligible for re-election.
Other than retirement on the expiration of the term, a director’s term will be terminated in case of:
(a) death
(b) resignation
(c) lack of qualifications and characteristics specified in the Public Company Act
(d) removal by a resolution of the shareholder meeting
(e) by Court order to resign
Any director who wishes to resign must submit their resignation letter to the Company. The
resignation will be effective on the date the resignation letter is received by the Company. The
director who resigned must also advise the Registrar of his resignation.
5. Board of Directors’ Meetings
The Board of Directors must meet at least one four times per year and the Chairman is responsible
for calling the meetings.
At least one-half of the total number of the Directors must attend the meeting in order to constitute a
quorum. Should the Chairman not be able to perform his duties, the meeting shall select a Director
to act as chairman of the meeting.
The Board of Directors may assign a director or several directors to perform tasks on behalf of the
Board.
Each Director has a right to one vote. In the case of an equal number of votes, the Chairman shall
have an additional casting vote.
Directors with interest on any matter have no right to vote on the matter.
Compensation of Management
Directors’ Compensation for 2012
Name
Position
Remuneration
(Baht)
Type of
Remuneration
1. Dr Narongchai Akrasanee Independent Director *
Chairman of the Board of Directors
2. Mr Chan Bulakul Vice Chairman
Chairman of the Executive Committee
Chief Executive Officer
Authorized Director
Chairman of the Risk Management
Committee
Chairman of the Investment Committee
3. Mr Robert William McMillen Member of the Executive Committee
Authorized Director
4. Dr Peter Weldon Independent Director *
Chairman of the Audit Committee
Member of the Compensation Committee
5. Mr Chaipatr Srivisarvacha Independent Director *
Member of the Audit Committee
Member of the Compensation Committee
355,000 Director’s Fees
-0- None
-0- None
157,500 Director’s Fees
165,000 Director’s Fees
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