BROOKER ANNUAL REPORT 2012

Annual Report 2012
The Brooker Group Public Co Ltd
Authorities and Duties of the Chairman
(1) To be the Chairman of the Board of Directors’ Meeting
(2) In the event of a tie vote on the Board of Directors’ Meeting, the chairman of the meeting
shall have a casting vote.
(3) To be the Chairman of the Shareholders’ Meeting
On recommendation of the Audit Committee, the Board of Directors has in 2012 appointed
DIA & Associates Co Ltd as the Company’s internal auditor, to evaluate the Company’s
internal audit and control system. The internal auditor’s assessment is that overall the
existing system of control of the Company is generally adequate as the basis of the COSO
concept.
Also in 2012, the results of a questionnaire assessing the adequacy of the Company’s
internal control system that was completed by the Board of Directors were assessed and
presented at the Board of Directors’ Meeting No. 1/2013, which was held on February 20,
2013. The Directors felt that the Company’s existing internal control system has to a great
and very great extent fully and effectively met all the requirements.
5.4 Board of Directors’ Meetings
(1) The Board of Directors will be scheduled in advance each year with at least 4 meetings to
be held per year. The agenda for each meeting will be clearly defined, such as the
acknowledgement of the reviewed or audited financial statements, etc. The Chairman, Chief
Executive Officer, and Directors will jointly consider the importance and necessity for
inclusion of the other agenda items. In case where the Board of Directors’ meetings are not
held every month, the Company will prepare a monthly report of its performance, which will
be provided to every Director so that they can continuously monitor and control the
performance of the management.
(2) The Executive Committee will meet approximately once every month to review the
Company’s performance and management.
(3) The various committees can hold meetings to approve matters, within the power vested on
them by the Board of Directors, with the Company Secretary acting as the coordinator.
(4) Details of the meeting and supporting documents will be sent to each director in advance of
the meeting date. The documents will be concise, except where details of the agenda
cannot be disclosed in writing, the confidential issue will be brought up for discussion during
the meeting.
(5) Non-Executive Directors can meet among themselves without the presence of the
management team. The Company Secretary will act as the coordinator. The Executive
Directors will be notified of the outcome of the meeting.
(6) Directors can request additional information from the Chief Executive Officer, the Company
Secretary or the Executive designated to oversee the task.
(7) Senior executives of the Company and other related persons will attend Board meetings to
present information and details to support accurate and timely decision-making.
In 2012, a total of four Board of Directors meetings were held, each lasting 2-3 hours. The
attendance record for these meetings was as follows:
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