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5.3 Board meetings
(1) Regular meetings are scheduled on a monthly and quarterly basis one year in advance. The BoG is informed at the Board
meeting each December of the meeting schedule for the coming year, so that governors and executives are given ample notice and
can attend as many meetings as possible. Special meetings are convened as necessary.
(2) The chairman and the president review and approve the agenda for Board meetings.
(3) The Corporate Secretary Department is responsible for preparing meeting notification letters, including the agenda, and
distributing meeting documentation at least seven (7) days prior to each meeting to allow the governors sufficient time to
consider details in advance. If a special meeting is convened due to an emergency, meeting documentation may be distributed less
than seven days prior to or on the day of the meeting. The corporate secretary is responsible for preparing meeting minutes, and
submitting these to the BoG for approval at its next meeting.
(4) All governors are provided with adequate information and have access to additional information for decision-making.
SET’s Corporate Strategy and Development Division submits monthly updates on market status to the Board to keep the BoG abreast
of its views on the market and capital market development, fund-raising of listed companies and development of Thai and global
capital markets.
(5) The chairman presides over meetings, ensuring that sufficient time is available for management to present issues and
other matters to the board for their full consideration. Open discussion is expected. In 2012, each meeting took about half a day.
(6) The BoG may invite senior management to discuss specified matters that they are directly responsible for and propose
policies or principles to management for its suitable implementation. These discussions also give opportunities for considering
succession planning to the BoG.
(7) As a member of the board, each director is responsible for attending board meetings, except for urgent reasons.
In 2012, there were 15 board meetings, including one in which non-executive directors were able to meet as necessary among
themselves, without the management team present, to consider management operations. The average attendance rate was 95.15%, as
shown below. The president also receives the results of board meetings.