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Assessment of the performance of the BoG and the criteria for assessment were classified into eight sections:
Section 1 Strategy and business planning
Section 2 Risk management and Internal control
Section 3 Conflict of interests
Section 4 Corporate Governance*
Section 5 Delegation of Authority
Section 6 Preparation of BoG for meetings
Section 7 Meetings
Section 8 Assessment and succession planning for executives
Note : *In 2012, assessment of CG was added into the self-assessment form.
“For 2012, the average BoG score on a given section was 4.53/5.00, for a total of 90.60%” The BoG views that its
performance is consistent with SET’s business plans, and that SET has proper and sufficient internal control systems, with regular
auditing and reporting of audit results to the BoG. In additionally, SET promoted CG and the Code of Conduct in communicating
with management and staff.
The main sections of self-assessment of BoG cover many areas, including encouraging governors to express their views,
not trying to lead the BoG’s point of view, making clear-cut decisions and encouraging governors to consider minutes of prior
meetings thoroughly prior to their approval.
In 2012, self-assessment of the SET committees, composed of the Audit, Remuneration and the Nomination and Corporate
Governance Committees were reported to the BoG for acknowledgment.
5.5 Board and management remuneration
Subject to the provisions of the Securities and Exchange Act, the BoG chairman and other BoG members receive remuneration
as determined by a meeting of member companies. This ensures that all payments are decided transparently and without the
governors’ involvement.
The Remuneration Committee recommended the remuneration policies for individual members of the BoG to be considered by
the BoG prior to being proposed to a meeting of member companies for approval, in accordance with the provisions of the Securities
and Exchange Act, Section 177.
The Remuneration Committee also recommended that the remuneration policies and amount for individual members of other
committees and the president and executive managements to be approved by the BoG. The annual performance assessment of the
president and other members of executive management is clearly defined, which is to benchmark individual actual performance
against their KPIs. Compensation is linked to individual performance, compliance with BoG’s policies, the overall economic
environment and historical records.
BoG members received monthly remuneration as approved by the Annual General Meeting of member companies. Board
members who were also on other committees received additional remuneration as approved by the BoG to reflect their liabilities and
responsibilities.