Page 22 - SET SD 2563 - EN

About This Report & Contents
Messages from
the Chairman & President
About SET and Sustainable Sustainability Performance
97
Average meeting
attendance rate of Governors
SET Development
Board Roles and Responsibilities
The Board assumes roles and responsibilities that are independent from SET management. This function is clearly stipulated in the Securities and Exchange Act, which requires that the “Chairman” must be selected from members not holding the “President” position to ensure transparent and efficient management. SET correspondingly establishes the Charter of the Board which reflects the performance of duties by adhering to good corporate governance principles encompassing of the following:
• The Chairman must not be a member of any Committee appointed by the Board of Governors.
• Governors who have a stake in an issue must not participate in any decision- making related to that issue to prevent conflicts of interest.
• Governors must report their acquisition or disposal of listed securities, and report any other conflicts of interest.
Board Meetings and Duties
SET schedules monthly Board meetings and informs members in advance to ensure that attendees can efficiently allocate their time to attend the meeting. Each meeting requires attendance from no less than half of the total Governors. In the event that a Governor has a vested interest in the matter being considered, that Governor must disclose this information, record such details in the minutes of the meeting, vacate the meeting room and refrain from participating or making decisions on the aforementioned matter. In 2020, 13 Board meetings took place with an average attendance rate of 97%1, with relevant significant performance results as follows: • Established the strategic direction
for 2021 to 2023 under the concept of “Redefining Thai Capital Market Resiliency,” which consists of three key
Sustainability Management Market Growth
operations aspects. These are 1) “Efficient platform,” be a powerful platform for market participants to benefit from sustainable business innovation and growth, 2) “Agile portfolio,” formulate opportunities and links between various products and services domestically and internationally, as well as expand access to funding sources for SMEs and startups, and 3) “Sustainable partner,” forge partnerships for inclusive, sustainable growth between market participants and the wider society.
• Established corporate governance guidelines for newly formed subsidiaries as a means to enhance internal control system efficiencies and risk management measures to suit newly established enterprises, and ultimately support SET’s growth.
• Reviewed SET Group’s Corporate Governance Policy and Code of Conduct, which included improving the roles and responsibilities of the Audit Committee and the Corporate Governance and Sustainability Committee. Furthermore, this included modifying the term length for external Committee members in accordance with good corporate governance principles, and reviewing measures to prevent access to information between agencies and personnel (Chinese Wall) to optimize the management of confidential information appropriately with respect to each department’s operations.
Corporate Governance Committee
The Board of Governors has appointed a Corporate Governance Committee with the required expertise and experience to foster organizational governance and uphold systems for adequate internal controls. The Committee consists of five separate sub-committees, namely: Audit Committee,
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1 For more information on meeting attendance for individual Board members, please refer to the SET Annual Report 2020.
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Sustainability Report 2020