In regulating the capital market, the SEC also ensures transparency and credibility of its own operation as well as fairness to all stakeholders. The Code of Governance - as required by law and equivalent to industry and international standards - was approved by the SEC Board on October 1, 2007. It has been reviewed periodically since then to ensure appropriateness, topical consistency and compliance with relevant laws.
The SEC Code of Governance imposed on board members, management and staff covers the following areas:
3. Equitable Treatment and Participation
4. Disclosure and Transparency
5. Internal Control and Internal Audit
6. Value Creation by Enhancing Market Competitiveness
7. Code of Conduct and Code of Ethics
The Board-Level Code of Governance specifies the following areas:
||Board Composition and Structure, for instance, nomination procedure, term of office and sub-committee appointment; |
||Board Policies, for instance, code of ethics, conflicts of interest and equitable treatment of stakeholders; and |
||Board Practices, for instance, setting of directions, policies, goals and strategies, supervision and monitoring of the SEC’s operation, and board-level evaluation. |
The SEC Office Code of Governance specifies the following requirements:
1. Legal compliance
2. Independence, transparency, fairness and accountability
3. Resource sufficiency
4. Reporting and disclosure of information
5. Standards of practice, internal control and internal audit
6. Risk management
7. Complaint handling
8. Operating guidelines
Auditing Mechanism and Balances
The SEC Board is empowered to appoint the Audit Committee, the Risk Management Sub-Committee and the Remuneration Sub-Committee to reinforce transparency, fairness and accountability of the SEC. This checks and balances structure not only helps to establish an efficient internal control but also supports the SEC Board’s work.
The Audit Committee comprises at least three but not more than five independent directors appointed by the SEC Board. At least two of such directors must be expert members of the SEC Board. The appointed committee members must also have expertise in accounting, finance, law, or capital market to assist the SEC Board’s oversight responsibilities concerning the SEC management, and provide independent recommendations on corporate governance and sustainable development, risk management, compliance with other applicable laws and regulations including the SEC anti-corruption policy and internal control. This is to assure that the SEC operation is appropriate, efficient and effective.
Currently, the Audit Committee comprises:
||Mr. Yokporn Tantisawetrat
|| Mrs. Gallayanee Parkatt
||Mrs. Pranee Phasipol
Governance and Remuneration Sub-Committee
The Remuneration Sub-Committee performs the following dutie
(1) Studying guidelines for determining compensations and considering appropriateness of compensations for the SEC Board, the Capital Market Supervisory Board and the sub-committees appointed by the SEC Board or the CMSB
(2) Reporting duty performance under (1) and rendering opinions to the SEC Board; and
(3) Evaluating the performance of the Secretary-General.
The Remuneration Sub-Committee comprises three members, each holding office for a two-year term.
Risk Management Sub-Committee
The Risk Management Sub-Committee has the duty to consider the scope and guidelines for managing risks of all types exposed to the SEC organization. The sub-committee comprises three members holding office for a two-year term.
SEC Code of Ethics
The SEC Code of Ethics provides guidelines for current and former employees with the highest priority on the organizational interest. The code also specifies appropriate conducts in protection of the SEC reputations, divided into two areas as follows:
||Staff Code of Ethics consists of guidelines for handling conflicts of interest, for example, prohibiting staff from trading stocks or accepting assets or other benefits with value exceeding those traditionally acceptable from persons or juristic persons who have stakes in the SEC operation. This is to ensure that the SEC operation is reliable, transparent and fair to all stakeholders. |
||Computer, Information and Communication Code of Conduct consists of guidelines for IT security protection, storage and retrieval, prohibition of access to employees’ accounts and passwords by other persons, prohibition of social network sign-up or contact via SEC email addresses without prior approval of the SEC Office, etc. |