Sustainability Report 2017

Sustainabiltity Report 2017 16 Roles and Responsibilities of the BoG The Securities and Exchange Act B.E. 2535 stipulates that the BoG has duties to develop policies and strategies and oversee the SET’s operations to ensure transparency in accordance with related laws and regulations. They must perform their duties with honesty and integrity, taking the environmental and social impact into consideration. The responsibility of the Board is clearly independent from the management. The “Chairman” must neither be the “President” nor have any relationships with the management to facilitate checks and balances. Board meetings The BoG has the duty to attend the meetings to provide opinions and make decisions concerning policies, plans and budgets proposed by the management. The resolutions from the meetings have influence on the directions of the capital market. In 2017, there were 20 meetings held with an average meeting attendance at 94%. Key performance in 2017: • Announcement of the 2017 Corporate Governance Policy and Code of Conduct of the SET group • Approval of corporate strategies, plans and budgets related to the concept of “Towards Sustainable Growth with Innovation” • Assigning the following tasks to the management: o Increasing the efficiency of the internal control and risk management in accordance with the governance standards of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) o Reviewing the regulations and guidelines in accordance with the 2017 Corporate Governance Policy and Code of Conduct of the SET group o Concretely promoting CG culture internally o Organizing the SET Innovation Awards project to promote innovative organization development o Developing responsible procurement guidelines, highlighting corporate governance and green procurement practices Structure of the BoG The SET BoG consisted of top-notch executives with wide-ranging knowledge, expertise and experience beneficial to the development of the organization and the capital market. The Board consisted of 11 governors in compliance with the regulations stipulated in the Securities and Exchange Act B.E. 2535. 1 Elected for the position effective on May 28, 2017. Structure of the Board of Governors Terms of Office Duration of Services Gender Less than or equivalent to 2 years More than 2 years but not more than 4 years Male Female Non- Executive Governors Appointed by the SEC (5 persons) 2 years maximum of 2 consecutive terms - 1. Dr. Chaiyawat Wibulswasdi (Chairman) 2. Mrs. Chotika Sawananon 3. Mrs. Worawan Tharabhumi 4. Dr. Somchai Thaisanguanvorakul 5. Dr. Supak Sivarak 7 3 Elected from the SET members’ meeting (5 persons) 1. Mrs. Patteera Dilokrungteerapop 1 2. Mr. Prinn Panitchpakdi 1. Professor Kitipong Urapee-patanapong 2. Mr. Chaipatr Srivisarvacha 3. Mr. Pichet Sithi-Amnuai Executive Governors Appointed by the SET Board of Governors (1 person) 4 years - Mrs. Kesara Manchusree (President) - 1 Total 11 2 9 7 (64%) 4 (36%) (102-18), (102-22), (102-23), (102-24), (405-1) (102-26) (102-31)