45
The BoG endorses the SET’s vision, mission, goals and business direction. The BoG approves the strategic plan,
corporate KPIs and monitors the supervision of operations to ensure that the organization meets its goals.
Composition of the Board of Governors
The structure of the BoG adheres to the Securities and
Exchange Act, consisting of five governors appointed by
the Securities and Exchange Commission (SEC), five
elected at a SET members’ meeting, and the SET president
appointed by the ten previously-appointed governors.
Currently, the BoG is comprised of 11 members with
various experiences, expertise and skills that are useful
to SET. The service term of every governor, except the
SET president, is two years. Each governor may be
re-appointed for a maximum of two consecutive terms.
The SET president’s term is four years and he/she can
to be re-appointed.
Independence from management
SET has clearly separated the BoG’s role in monitoring
policies, actions and decisions to be independent of their
day-to-day responsibilities. SET defines that the “Chairman”
is an independent non-executive director, not the same
person as the “SET President” and must not have any
relation to management in order to maintain a balance of
power. This system of checks and balances assures that
there is no person with absolute power who can cause
an ineffective internal control system, lack of transparency,
or obstruct an investigation.
Board meetings
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
in December, so that governors and executives are given
ample notice and can effectively attend as many meetings
as possible.
The chairman presides over the meeting, ensuring that
there is enough time available for management to
present issues and other matters to the BoG for their
prudent consideration, including full and open discussion.
In 2015, the BoG met 18 times, with an average attendance
rate of 91%.
The SET Board of Governors
Meeting attendance rate of
the Board of Governors in 2015
%
91
The Board of Governors
Number
Gender
Independence from
Management
Male
Female
Executive Non-executive
(1) Appointed by the Securities and
Exchange Commission (SEC)
5
4
1
-
5
(2) Elected by SET member companies
5
4
1
-
5
(3) The SET President
1
-
1
1
-
Total
11
8
3
1
10
Sustainability management