BROOKER ANNUAL REPORT 2012

The Brooker Group Public Co Ltd Annual Report 2012
(a) The Company’s Directors must have knowledge, capabilities and experience that are
beneficial to Company’s operations. They must also have an interest in the business of
the company in which they are directors, as well as having honesty and integrity in
conducting such businesses.
(b) The Directors must perform their duties with honesty according to the laws, objectives
and the Articles of Association of the Company, as well as the resolutions of the
shareholders meetings. They must also protect the benefits of the Company, in addition
to being accountable to the Company’s shareholders.
(c) The Company’s Board of Directors has the duty to establish the operational policies and
strategies of the Company, as well as monitor and supervise the efficient and effective
implementation of these policies and strategies by the management in order to
maximize economic value and shareholders’ wealth.
(d) The Directors are encouraged to continuously monitor the Company’s operations to
ensure its compliance with the laws and terms of agreements. Directors should request
reports from the management on important matters of the Company so as to ensure
effective operations.
(e) The Board of Directors should put in place an internal control system and an effective
internal audit system, as recommended by the Audit Committee.
(f) Independent and outside Directors should bring their own independent judgment to
bear on issues of strategy, performance, resources, nomination of directors, and
standards of conduct. They should oppose any proposal brought by other directors or
management, if they feel that the proposal will considerably affect the equitable
treatment of shareholders.
(g) No record on violating the Securities and Exchange Commission’s regulation/ Stock
Exchange of Thailand.
(2) The Directors will review the Company’s compliance with its policies on good corporate
governance at least once annually.
(3) A Code of Business Ethics will be prepared and disseminated so that all directors,
executives and employees understand the ethical standards of the Company.
(4) The Audit Committee will provide their opinion to the Board of Directors in making decisions
on entering into transactions where there is conflict of interests between the Company and
interested parties or persons connected to the Company’s directors and management.
Directors or executives with an interest in the transaction may not attend the meeting or
vote on the said transaction. The classification of the connection and the determination of
the connected person will be in accordance with the regulations of the SET and SEC.
(5) To promote confidence in the Company, its internal control system must be audited by
external auditors in order to ensure that (a) the Company’s operations, as well as the use of
resources, are effective and efficient, (b) the accounting and financial reporting of the
Company are accurate, trustworthy and timely, and (c) that it correctly complies with its
policies and rules, as well as the law. The report on the audit of the internal control system
must be presented to the Audit Committee, the Executive Committee and the Board of
Directors, who will review and improve the Company’s internal control system accordingly.
(6) The Company has a risk management policy to cover all activities of the company, assign
management to implement the policy and request a report from management regularly and
report to the board to review the risk management system or assess the effectiveness of
risk management at least annually.
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