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58 Annual Report 2012
SET’s Board of Governors (BoG) recognizes that good corporate governance (CG) is an essential prerequisite in making
an organization’s systems more credible and ensuring trust for all stakeholders. In 2012, the Board endorsed a strategic plan for
enhancing SET’s CG by improving its CG policy and focusing on effective practices of CG. Moreover, the SET has invited The Thai
Institute of Directors Association (IOD), as an independent, highly-respected and accepted institution, to determine a CG score for
all Thai listed companies, and for SET as well. The Institute’s evaluation results were considered by the Board, and the Institute
evaluated SET’s CG as being very good.
SET’s organizational culture emphasizes maintenance of good CG standards of the SET. In 2012, SET activities to promote
good CG included :
• Improved the Corporate Governance Policy and Code of Conduct, recommended by the Nomination and Corporate
Governance Committee with approval from the Board at the meeting on July 2012, to enhance SET’s CG principle practices as well
as to be in accordance with international standards.
• Communicated the substance of SET’s CG policy and Code of Conduct to all SET directors and staff for building their
understanding of good CG principles by;
- Disseminating CG policy and Code of Conduct via SET’s intranet and on its website (www.set.or.th);
- Providing meetings for employees to increase their understanding SET’s CG policy and Code of Conduct;
- Regularly disseminating the CG Journal in the CG Corner through SET’s intranet;
- Organizing the “SET CG Day 2012: Spirit of CG from your mind”. SET organized various CG activities to instill an
understanding of CG by employees, e.g., through participating in the questionnaire “CG Quiz”, a CG exhibitions board,
and a special talk session “CG Policy in focus”, with the SET president and other executives joining in the seminar.
The Board strongly believes that doing business with high CG standards will support the Exchange’s sustained growth.
Compliance with Good Corporate Governance Principles
1. Shareholder rights
SET is a juristic entity constituted under the Securities and Exchange Act of Thailand, and thus does not have a corporate
structure or shareholders. Nevertheless, the Act requires the Exchange to convene an annual meeting of members to elect board
members, approve a balance sheet, appoint an auditor and approve remuneration of BoG members. BoG rules and procedures state
that at this meeting, a member may nominate persons to join the BoG. The meeting then votes on the nominations, with each
member entitled to one vote.
Apart from the abovementioned rights of the members, SET has made additional efforts to maintain good relations with our
members through activities such as;
• CEO networking meetings, consisting of panel discussions among senior executives of all brokerage firms to strengthen
good relationships with them and enable members to express opinions on development of securities business.
• SET and ASCO executive luncheon meetings, consisting of monthly panel discussions between members of the
Association of Securities Companies (ASCO) and various parties involved in the capital market to discuss capital market matters.
• Member Newsletter, which is a quarterly publication for all members containing updates on market status and capital
market movement news.
Corporate Governance Report