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62

Annual Report

2015

Roles and responsibilities

of the Board

Roles and responsibilities

of the president

Set SET’s strategic policies and direction. Monitor the

management’s operations to ensure effective implementation

in compliance with rules and regulations

Approve the strategic plan, budget and manpower plan

Appoint the SET president and top executives

Ensure effective and reliable accounting, financial reporting,

internal control, internal audit, CG and risk management

systems

Assign and delegate authority to the management

appropriately to efficient operation, with decent internal control

The SET president holds the highest executive position

responsible for managing SET’s business in compliance with

the policies, strategic goals, rules and regulations, as well

as the Board’s decisions.

Report the progress of SET operations according to SET’s

strategic plan, as well as SET’s performance to the Board

quarterly

For external affairs, the SET president, as SET’s representative,

may delegate certain individual to act on his / her behalf,

by following the rules and regulations set by the BoG.

Roles and responsibilities of the Board of Governors

Vision, mission, strategic plan

The BoG endorses the development of SET’s vision,

mission, goals and business direction. The BoG approves the

strategic plan, corporate key performance indicators (Corporate

KPI) and monitors the supervision of operations to ensure

effective implementation of its plans within budget. The BoG

evaluates and adjusts business plans in response to market

changes. The management reports progress on operations and

business outcomes to the BoG every quarter.

In 2015, the BoG reviewed and provided inputs to the SET

management in preparing the strategic plan, business goals, and

short-term and long-term corporate KPIs, in line with SET’s

vision and mission finalized in 2012.

Assignments and separation of the Board and

management

Separation of the BoG and the president

SET has clearly separated the BoG’s role in monitoring

policy, action and decision of corporate governance from those

day-to-day operations of the management. The chairman is an

independent non-executive director, not the same person as

the president and has no relationship with management. The

roles of chairman and the president are separate. As a leader,

the chairman plays a key role in policy decision-making, with

supports and suggestions to the management, not intervening

in any routine activity under the president’s responsibilities.

The SET BoG has approved the guidelines to facilitate

flexible and effective operations, under effective internal control

and reporting system. The BoG has approved the procedures

for delegation of authority at various levels, with clear approval

framework and process. Some key areas are:

For fixed assets and operating expenditures within the

budget approved by the Board. Expenditure over THB

2 million must be submitted to the BoG for approval.

For purchase or procurements of products or services over

THB 10 million must be submitted to the BoG for approval.

The purchase or procurement over THB 5 million must be

reported to the BoG quarterly.

Authorities, duties and responsibilities of the BoG

Chairman

1. Convene the BoG meetings

2. Chair the BoG meetings. In case of a tie, the chairman

will have a casting vote

3. Open up opportunities and encourage all governors to take

part in the BoG work and activities

4. Support the Board’s self-assessment and evaluation

processes continuously

5. Co-ordinate with and provide support to the SET president

to enhance effectiveness and efficiency