BROOKER ANNUAL REPORT 2012

The Brooker Group Public Co Ltd Annual Report 2012
REPORT OF THE COMPENSATION COMMITTEE
Three members of the Compensation Committee were appointed on 12 May 2007.
A new member of the Compensation Committee was appointed on 12 November 2012. The current
Compensation Committee is chaired by Mrs. Punnee Worawuthichongsathit (Independent Director),
with two independent directors and one non-executive director who are Mr. Chaipatr Srivisarvacha,
Mr. Peter Weldon and Mr. Varut Bulakul as a new member repectively.
The Compensation Committee is responsible for reviewing and proposing to the Board of Directors to
propose to the Annual General Meeting of shareholders the compensation for the Company’s directors,
and also considers the compensation for senior management, as well as the aggregate salary budget
and proposing for the Board of Directors’ approval.
To carry out its assigned duties the Compensation Committee held one meeting for the year 2012.
The Compensation Committee has established clearly defined polices, criteria, and procedures as a
guideline and framework for performing their duties, which have been approved by the Board of
Directors, as follows:
• In setting the appropriate compensation for the Directors and the increase in the aggregate salary
budget, the Compensation Committee takes into consideration the standard compensation for the
industry, the performance of the company and the Directors, as well as external conditions and
factors that may affect the Company’s business or the economy as whole.
As at 31 December 2012, the Company’s Board of Directors comprised four independent directors, two
non-executive directors and four executive directors. For 2012, the directors and management are
eligible to receive compensation as detailed in the Compensation for Directors and Management
Report, which compensation the Compensation Committee considers to be appropriate and the Board
of Directors and the General Meeting of shareholders have approved.
Punnee Worawuthichongsathit
Chairperson of the Compensation Committee
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