SET Annual Report 2014

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(AEC) launch in 2015, as well as activities to
enhance knowledge and understanding of risk
management as part of the CG Day 2014 annual event.
Based on all of the above activities, the BoG
concludes that SET has adequately conducted key
corporate risk management activities. (For details on
the SET group’s risk management activities, please
see the Risk Management Policy section.)
(7) Financial reports
The BoG is responsible for the financial reports of
the SET group, including the information disclosed
in the annual report. The financial report preparation
and disclosure process were established to ensure that
all information is accurately and adequately disclosed
in timely manner in accordance with the generally
accepted accounting principles and standards and truly
reflects SET’s financial status and operating results.
The financial report was audited by an independent
external auditor and reviewed by the Audit Committee
prior to reporting to the BoG for approval. (The Audit
Committee’s opinion is stated in the Committee’s report).
(8) Audit Fee for the year 2014
• Audit Fee : In 2014, the Stock Exchange of Thailand and
its subsidiaries paid the audit fee of THB 2,337,000
to the audit firm relating to an audit work.
• Other Service Fee : None
5.3 Board meetings
1. Meetings are scheduled on a monthly and quarterly
basis in advance for the whole year. The BoG is
informed of the meeting schedule for the coming
year at the Board meeting each December, so that
governors and executives are given ample notice
and can effectively 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 study in
advance. If a special meeting is convened in case of
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 them to
the BoG for approval at the 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 covering overview of
the Thai capital market compared with the global
markets, fund-raising of listed companies and
development of Thai and global capital markets.
5. The chairman presides over the meetings, ensuring
enough time available for management to present
issues and other matters to the BoG for their prudent
consideration, including full and open discussion.
In 2014, each meeting took about half a day.
6. The BoG encourages the president to invite senior
management to join the meeting to provide
information and discuss matters that they are directly
responsible for and this will also enable the BoG
to cascade policies or principles for implementation
accordingly. These discussions will provide
opportunities for the BoG to familiarize with them, as
such getting more equipped for the succession plan.
7. Each director is responsible for attending board
meetings, except for urgent reasons or having other
serious 2014, there were 14 boardmeetings,
including one in which non-executive directors
were able to meet among themselves, without the
management team present, to consider management
operations. The average attendance rate was 96.4%,
as shown below. The president have also received
the results of the board meetings.