BROOKER ANNUAL REPORT 2012

Annual Report 2012
The Brooker Group Public Co Ltd
REPORT OF THE AUDIT COMMITTEE ON
CORPORATE GOVERNANCE FOR THE YEAR 2012
To: The Shareholders of The Brooker Group Public Company Limited
The Audit Committee comprises three independent directors, who are qualified according to the
Regulation and Best Practice Guidelines for Audit Committee of the Stock Exchange of Thailand. At
present the Audit Committee of the Company comprises Dr. Peter Weldon, Audit Committee Chairman,
Mr. Chaipatr Srivisarvacha and Mrs. Punnee Worawuthichongsathit.
The Audit Committee has fulfilled the responsibility according to the scope, duties and
responsibilities assigned by the Board of Directors that complied with the Regulation of the Stock
Exchange of Thailand. In performing its duties the Audit Committee has worked closely with other
committees such as the Compensation, Executive, Investment, Nominating and Risk Management
Committees.
There were eight Audit Committee meetings in the financial year of 2012 and one Audit
Committee meeting in 2013 for a total of nine meetings. One Audit Committee Directors attended all
meetings and two Audit Committee Director attended eight of the nine meetings. Management
executives, external auditors and internal auditors participated in all meetings except when the agenda
items dealt with internal personnel issues. The Audit Committee performing the following tasks.
1. Reviewed the interim and annual financial statements of 2012 by questioning and listening
to the management and the external auditor’s clarifications concerning the correctness and
completeness of the financial statements and the adequacy of information disclosure for the
year 2012. The Audit Committee agreed with the external auditors that the financial statements
were correct and adhered to the general accepted accounting principles.
2. Reviewed the operation information and the internal control system to evaluate the
sufficiency, appropriateness and effectiveness of the internal control system by considering the
internal audit report from DIA & Associates Company Limited for the year 2012. The
committee found appropriate the asset safeguarding, correct, complete, reliable information
disclosure and found no weakness or significant deficiency. In addition, the internal auditor
evaluated the compliance of the internal control system with the Practice of the Securities and
Exchange Commission. The Audit Committee agreed with the internal auditor that overall the
existing system of control is generally adequate as the basis of the COSO concept.
3. Reviewed the internal audit by considering the mission, scope of work, duties, independence
and responsibilities. The Audit Committee opined that the Company’s internal control was
adequate, appropriate and effective.
4. Reviewed compliance with the Securities and Exchange Acts, Regulations of the Stock
Exchange of Thailand (SET), and other relevant laws, including compliance with the
Company’s requirement and obligations to external parties.
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