BROOKER ANNUAL REPORT 2012

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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 31
Annual Report 2012 The Brooker Group Public Co Ltd Name Position Remuneration (Baht) Type of Remuneration 6. Mrs Punnee Worawuthichongsathit Independent Director * Member of the Audit Committee Chairwoman of the Nominating Committee Chairwoman of the Compensation Committee 7. Mr Anake Kamolnate Member of the Executive Committee Authorized Director Member of the Risk Management Committee Member of the Investment Committee Company Secretary 190,000 Director’s Fees -0- None 9. Mr Kirin Narula Director Member of the Nominating Committee Member of the Risk Management Committee 10. Mr Phongchai Sethiwan Director Member of the Nominating Committee Member of the Risk Management Committee 97,500 Director’s Fees 97,500 Director’s Fees 11. Mr Varut Bulakul * Member of the Executive Committee Member of the Nominating Committee Member of the Compensation Committee Member of the Investment Committee 30,000 Director’s Fees * He has been appointed as a director from the Extraordinary General Meeting of Shareholders which was held on 24 May 2012 * No compensation is paid to the Independent Directors apart from attendance fee for each Board or committee meeting attended. Summary of the compensation for the Board of Directors and Executive Officers are follows: Board of Directors/ Executive Officers Number of Persons Remuneration (Baht) Type of Remuneration Board of Directors 9 1,092,500 4,857,500 Executive Officers (including Executive Directors) 5 34,544,705 Director’s Fees Bonus Salary and Bonus Other Remunerations Employee Stock Option Plan (ESOP) – Warrants (BROOK-W3) On May 17, 2006, an Extraordinary General Meeting of Shareholders approved the issuance of 30,000,000 five-year warrants (BROOK-W3) free of charge, of which 11,800,000 units were issued to the directors and 18,200,000 units to the employees, and with an exercise rights of one warrant to one ordinary share at an exercise price of Baht 0.80 per share. The warrants can be exercised within a specific period (12 months from the issuance date). The meeting approved the allotment of 11,800,000 units of warrants to the directors and 12,450,000 units of warrants to the employees. On July 20, 2007, the balance of warrants has not been issued to the employees of the Company are 5,750,000 units. According to announcement no.kor.jor. 36/2001 of the Securities and 32
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BROOKER ANNUAL REPORT 2012

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