BROOKER ANNUAL REPORT 2012

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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. 55
Annual Report 2012 The Brooker Group Public Co Ltd CONNECTED TRANSACTIONS Connected Party/ Value (‘000) Relationship Description 2010 2011 2012 Price/Fee Conditions MCL Co Ltd Related through the wife of a director of the Company, who is a director 1) Rental income 2) Service income 3) Reimbursement 101 188 20 106 197 22 106 197 159 Rental and service fees Price stipulated in the agreement between the Company and the related company, which is at normal market rates MAC Capital Advisors Limited Related by way of common directors 4) Rental income 5) Service income 6) Reimbursement 34 100 2 39 114 3 39 114 8 Rental and service fees Price stipulated in the agreement between the Company and the related company, which is at normal market rates Jaturus Project Co Ltd Related through the wife of a director of the Company, who is a director 7) Service income 8) Revenue received in advance -0- -0- 328 -0- -0- -0- At the rate determined under the contract for referral of projects for investment Mutually agreed price where the Company does not loose any interest Brooker Sukhothai Fund Ltd An overseas investment fund related by way of common directors 9) Service income 10) Accounts receivable 89,510 78,480 15,791 4,016 118,073 101,952 Overseas subsidiary whose income is derived from offshore capital management Normal business at mutually agreed price where the Company does not loose any interest Kingdom Property Co Ltd Related by way of common directors in subsidiary In July 2012, no common directors 11) Management and business services 12) Reimbursement 13) Interest expense 14) Interest receivable 15) Loan payable 3,309 76 50 42 1,800 1,457 51 174 300 4,060 462 31 151 223 5,008 Monthly management and business services Price stipulated in the agreement between the Company and the related company, which is at normal market rates Interest calculated based on weighted average of cost for lending MCL Property Co Ltd Related through the wife of a director of the Company, who is a director 16) Service income 467 118 213 Parking Fee for staff Normal business at normal market rates Golden Land Property Development Public co Ltd Related by way of common Directors 17) Service income 18) Reimbursement -0- -0- 3,000 100 -0- -0- Advisory on the purchase of Land Normal business at normal rate charged to other customers End of year 2012, no common directors The opinion of the Audit Committee in regard to the connected transactions as at 31 December 2012 was: Related Parties and Connected Transaction Purchase/sale of goods and/or service Audit Committee’s Opinion The transactions were in line with normal trading transactions and their values were reasonable. Policy and Tendency of Connected Transactions in the Future The Company has a policy that connected transactions must be carried out in a transparent manner and in the same way as would a non-connected transaction so as to ensure fairness and maximum benefit for the Company. The transactions will also be conducted in accordance with the regulations and procedures stipulated by the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission. A director who has interests in any matter shall not be entitled to vote on such matter. The transactions will be normal trading transactions or service for business benefit, with connected parties being those disclosed in the table above. 56
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THE BROOKER GROUP PUBLIC COMPANY LI
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Annual Report 2012 The Brooker Grou
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26th Floor, The Trendy Building, 10
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BROOKER ANNUAL REPORT 2012

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