Audit Committee’s Report

Audit Committee’s Report

The Audit Committee comprises three independent directors who are qualified according to the Regulation and Best Practice Guidelines for Audit Committee of the Stock Exchange of Thailand. At present the Audit Committee of the Company comprises Dr. Peter Weldon, Audit Committee Chairman, Mr. Sompong Phaoenchoke and Mrs. Punnee Worawuthichongsathit.

The Audit Committee has fulfilled its responsibilities according to the scope, duties and responsibilities assigned by the Board of Directors that comply with the Regulation of the Stock Exchange of Thailand. In performing its duties the Audit Committee has worked closely with other committees, such as the Compensation, Executive, Investment, Nominating and Risk Management Committees.

Four Audit Committee meetings were held in the financial year of 2018 and one Audit Committee meeting was held in 2019 for a total of five meetings. All Audit Committee Directors attended all meetings. Management executives, external auditors and internal auditors participated in meetings except when the agenda items dealt with internal personnel issues. The Audit Committee performed the following tasks.

The Company has adopted principle of sustainable business operation under balance in terms of performance and paying attention to environment, society, community, and adopting international standard risk management as guidelines. We remain optimistic for our operations in 2019 with several big projects under our advice.

The Company is also well prepared for changes from both external and internal factors. Moreover, the Company has set social target in connection with sustainable development, creating equality and fairness for society, personnel development to be competent and with good behavior, ethics and better living condition, together with development of favorable work environment.

The Company has continued to emphasize Good Corporate Governance and was rewarded with an “Excellent” score by the Securities and Exchange Commission (SEC) for its 2018 Annual General Meeting (AGM). In addition, the Company was assessed for survey of corporate governance project, from Thai Institute of Directors, as “Very Good” for 10 consecutive years. The Company remains strongly committed to continuing to attain high Corporate Governance standards in the future.

On behalf of the Board of Directors and management team, we would like to thank our stakeholders and esteemed clients for their continuous support that will help the Company to move steadily ahead

The Stock Exchange of Thailand (SET) index ended 2018 at 1,563.88 points, down 10.8 percent from end-2017. It was weighed down by external factors, in line with most ASEAN markets as investors turned to be more cautious on global capital market investment amid the global trade disputes, while the Thai economic fundamental remained robust and the growth outpaced a year earlier.

Likewise, The Brooker Group was affected with negative impact due to several large deals having been delayed.

Consolidated revenue for the year was Baht 466.26 million and net profit of Baht 4.56 million. Brooker is in a strong financial position with total assets of Baht 2,765 million, total liabilities of only Baht 575 million, while consolidated shareholders’ equity remained a healthy Baht 2,114 million.

The Company has adopted principle of sustainable business operation under balance in terms of performance and paying attention to environment, society, community, and adopting international standard risk management as guidelines. We remain optimistic for our operations in 2019 with several big projects under our advice.

01

Reviewed the interim and annual financial statements of 2018

questioning and listening to the management and the external auditor’s clarifications concerning the correctness and completeness of the financial statements and the adequacy of information disclosed for the year 2018. The Audit Committee agreed with the external auditors that the financial statements were correct and adhered to the generally accepted accounting principles.

02

Reviewed the internal audit​

to evaluate the sufficiency, appropriateness and effectiveness of the internal control system by considering the internal audit report from S.C. Accounting & Business Consultant (1995) Co., Ltd. for the year 2018. The committee found the safeguarding of assets correct and the information disclosed reliable and found no weakness nor significant deficiencies. In addition, the internal auditor evaluated the compliance of the internal control system with the Practice of the Securities and Exchange Commission. The Audit Committee agreed with the internal auditor that overall the existing system of control is generally adequate as per the basis of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework.

03

Reviewed the internal audit​

by considering the mission, scope of work, duties, independence and responsibilities. The Audit Committee opined that the Company’s internal control was adequate, appropriate and effective.

04

Reviewed compliance with the Securities and Exchange Acts, Regulations of the Stock Exchange of Thailand (SET), and other relevant laws, including compliance with the Company's requirements for and obligations to external parties.

The Brooker Group Public Co Ltd Annual Report 2018 The Audit Committee did not find any instance of significant non-compliance with the law, Regulations and the Company’s obligations to external parties.

05

Reviewed and opined re related transactions or transactions that may have conflicts of interest, and disclosure of such transactions

to comply with Regulation of the Stock Exchange of Thailand (SET) and the Office of the Securities and Exchange Commission (SEC). The external auditors opined that significant transactions with related persons were disclosed and shown in the Financial Statements and Notes to the Financial Statements. The Audit Committee had the same opinion as the external auditors and also considered that such transactions were reasonable and beneficial to the business of the Company and were disclosed correctly and completely.

06

Considered appointing the external auditors and their remuneration for the year 2019 and proposed their appointment to the Board of Directors for approval at the Annual Shareholder's Meeting for the year 2019.

The Audit Committee considered the performance, independence and remuneration of the external auditors and agreed to propose appointing Mr. Chaiyuth Angsuwithaya, Certified Public Accountant No. 3885 or Mrs. Natsarak Sarochanunjeen, Certified Public Accountant No. 4563 or Miss Daranee Somkamnerd, Certified Public Accountant No. 5007 or Miss Jarunee Nuammae, Certified Public Accountant No. 5596 of A.M.T. & Associates, to serve as the Company’s external auditor for the year 2019. The Audit Committee has the following opinions regarding the external auditors:

In summary, the Audit Committee fulfilled the responsibility of the Audit Committee Charter as approved by the Board of Directors and found that the Company disclosed financial and operations information correctly, had appropriate and effective internal control and audit procedures and risk management, complied with laws, regulations and obligations, disclosed the related transactions correctly, performed duties in compliance with the Good Corporate Governance principles with adequacy, transparency and reliability and also developed operations systems that fit the changing business environment.

On behalf of the Audit Committee

Dr Narongchai Akrasanee
Chairman