53 / 196
51
Corporate Governance Report
The Stock Exchange ofThailand (SET) places importance andpriority tomaintainhigh standards
of good corporate governance and business operation with integrity, transparency and fairness
to all stakeholders, and drive all listed companies to achieve its performance in line with good
governance best practice. SET’s key activities to enhance corporate governance are summarized
as follows:
1. Rights of members
SET is a juristic entity constituted under the Securities
and Exchange Act of Thailand, and therefore does not have
a corporate structure or shareholders. Nevertheless, the Act
requires the Exchange to convene an annual meeting of members
within four months before its fiscal year ends, to elect board
members, approve financial statements, appoint an auditor and
approve remuneration of the Board of Governors (BoG) members.
In addition, the BoG must call an extraordinary meeting when
members representing no less than one-fifth of all members
submit a written request to the board to hold such meeting.
Protection of members’ rights above the standard
required by law
1. Before the annual meeting of members, in order to
encourage all members to place importance on meeting
attendance, SET sends the meeting notice, including the
date, time, venue of the meeting and the meeting agenda,
to every member. The meeting is normally held at the SET
building and starts at 4.00 p.m. making it convenient for
all members to attend.
2. SET members can add items to the meeting agenda ahead
of the meeting through electronic or postal mail.
3. The BoG Chairman presides over all meetings. The BoG
Chairman offers all members an equal opportunity to
give suggestions and ask questions, including voicing
their views, etc. Three-fourths of all members constitute
a quorum.
4. Any member may nominate persons to become a SET
governor, based on his / her background, competency,
ethics and integrity.
5. Comprehensive meeting minutes are recorded, covering
significant details such as the names of governors, executives
and members who attended the meeting, meeting
resolutions, questions, explanations and opinions (both
pros and cons) of the meeting.
6. The minutes of the SET members meeting will be sent to
all members within 14 days of the meeting.
2. Equitable treatment ofmembers
SET has policies for fair and equitable treatment of members,
as well as equitable hearing of opinions from all members. SET
endeavors to provide necessary information to all members, such as
SET’s financial products and services, SET updated news and regular
updates on the capital market, etc., building clear understanding in
compliance with the SET regulations. The procedure is as follows:
1. Each member is entitled to one vote. Approval of a resolution
requires a majority of votes. Any member may nominate
persons to become a SET governor, then vote via secret
ballot on the nominations. The Audit Committee chairman
verifies the vote counting.
2. Any member who is unable to attend a meeting is entitled
to appoint a proxy, using the proxy form enclosed with the
meeting notice.
3. SET has a specific unit function directly responsible for
managing suggestions and views from members. SET seeks
to consistently improve its operations for the benefits of
SET and members.