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Committee assignments
In 2015, the BoG appointed members for a total of eight
committees in various duties and responsibilities, examined
issues that require specialization covering the Audit
Committee, Nomination and Remuneration Committee, Corporate
Governance and Social Responsibility Committee, and Risk
Management Committee. All SET committees were independent
in carrying out their duties as assigned by the BoG. The list of
committees and their duties is shown on page 76
Letter of Independence
To guarantee impartiality in the performance of their
duties, the BoG requires all governors, committee members and
advisors of the Exchange and its subsidiaries to execute a Letter
of Independence each time they are appointed to a committee or
given a special task, and at the end of every calendar year. Where
they have any direct or indirect interest in the consideration
of a matter, they are required to notify the parties concerned
in advance of each potential conflict of interest, and to abstain
from participating or voting in the particular matter under
consideration.
Succession planning
SET realizes the importance of succession planning to
ensure the work progress and continuation of the SET president’s
position and other top executives. The process to select a successor
is clear and transparent, considering the background, competency,
ethics, leadership skills and vision of the candidates. Results of
the succession planning process have been reported to the Board
regularly. The Leadership Development Program has been set up, as
part of the succession plan, to screen, select, develop and maintain
executives with potential ready to manage the organization with
competitive capabilities in the future.
Corporate Governance
The SET Board of Governors continues to enhance SET’s
corporate governance development and maintain high standard of
corporategovernance,whichwill createconfidenceamongstakeholders
in the Thai capital market. The BoG has assigned the Corporate
Governance and Social Responsibility Committee to consider and
examine the CG and social responsibility of listed companies as well
as SET, and report to the BoG regularly.
SET CG policies and Code of Conduct were guidelines for
business operations as well as for SET governors, committee
members, consultants/experts, and employees. Everyone has
received the Code of Conduct when taking up new position or
working at SET for the first time and must sign the agreement
to strictly follow the Code of Conduct.
Trading of SET-listed securities by SET governors and
employees: The practice guidelines for governors and employees
of the SET group, including the governors or employee
responsible for educating employees and their spouses and
children under18tocomplywiththeseguidelines.Theguidelines
specified that the buying or selling of listed securities must be
carried out as an honest investment, not using information or
authority from the operation. The details are as follows :
Governors: To report on their securities holding
confidentially.
All employees: To seek written approval from their
superior before buying or selling securities.
Employees are not allowed to sell securities
before 30 days of holding.
Employees who are responsible for the work that can have
access to internal information are not allowed to buy or
sell listed securities directly.
Review of CG policies and Code of Conduct The SET Board of
Governors has established an annual review of SET CG policy
and the SET group’s Code of Conduct by the Corporate
Governance and Social Responsibility Committee, before
submitting to the board for approval. In2015, theBoGapproved
that the amendment be carried out for the topic of receiving
complaints or “whistleblowing policy”, as specified in the CG
policy and practice. The BoG also approved the use of current
Code of Conduct amended in 2012.