BROOKER ANNUAL REPORT 2012

The Brooker Group Public Co Ltd Annual Report 2012
5.8 Board, Management and Employee Training
(1) The Company encourages the Directors, executives and Company Secretary to attend
seminars and training programs hosted by the Thai Institute of Directors, SET, SEC and the
National Corporate Governance Committee as the knowledge gained can be put to
beneficial use and will enable these persons to continuously improve their performances.
The Directors must at least attend all development programs as required by the SET and
SEC.
(2) The Company will provide new directors with all documents and information that will be
useful for them in performing their duties, such as the Director’s Handbook, annual
statements (Form 56-1), annual reports (Form 56-2), minutes to the Board of Directors’ and
shareholders’ meetings, the Company’s good corporate governance policies, etc.
Moreover, the Company supports the directors to participate in the seminar that will benefit
their function. The Company’s secretary will coordinates with the director to participate in
the courses provided by Thai Directors Institute such as Directors Certification Program
(DCP) Directors Accreditation Program (DAP) Audit Committee (ACP) and apply those
experiences to their function. In 2012 the Company has provided such mentioned above
information to a new director who is Mr. Varut Bulakul.
(3) The Company will arrange for executives and employees to rotate their tasks as
appropriate, based on their abilities, work assignment and timing. The Chief Executive
Officer will determine the duration of their assignments and evaluate their performances as
the basis in preparation of the development and succession plans. This will increase the
capabilities of the executives and employees and enable them take over each others’
position when required. The Company has established the succession plan especially the
position of Chief Executive Officer by follow the best practice of good corporate governance.
5.9 Succession Plan of Chief Executive Officer
Succession Plan of Chief executive Officer in order to ensure that the Company has the
executives with knowledge and competency sufficient to perform duties, as follows:
(1) The Company Board of Directors shall prescribe the requirement to avail the Executive
Potential Development Plan in order to make the Plan on the Position Succession
consisting of CEO.
(2) Nominating and Compensation Committee shall make consideration in prescribing
knowledge, competency and experience of the position in order to select the Executive
having qualifications in compatibility with the prescribed qualifications and capable to
succeed work under the position.
(3) CEO shall cause the rotations of duty and responsibility of the Executives with compatible
qualifications and assign the executives to participate in the Executives Board of Directors
in order to gain understandings, experience and readiness in the administration of the
organization in the future.
(4) Nominating and Compensation Committee shall review and conclude result on the Plan on
the position Succession of the CEO on a regular basis and submit reports on the same on
the same to the Company Board of Directors once a year.
Monitoring of Insider trading
The Company restricts its management from using inside information directly or indirectly in trading,
disclosing inside information to others, and receiving any beneficial interest in return. The Company will
inflict on any executive officer who exploits inside information or performs any act in such a way that
may bring dishonour or damage to the Company.
The Board of Directors meeting No.1/2011 held on 23 February 2011 resolved to ratify prohibiting any
directors, employees who have possession of non-public information material to engage in any trading
of the Company’s securities during 1 month period especially before any earning announcement and
should wait for at least twenty-four hours after such announcement.
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