Chapter 5
Securities Exchange
 
Division 2
Board of Directors of the Securities Exchange
 
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Section 159.
 
 
There shall be a board of directors of the Securities Exchange comprising not more than five persons appointed by the SEC and not more than five persons elected by members referred to in Section 158 to serve as directors and the manager of the Securities Exchange who shall ex officio be director of the Securities Exchange.

The persons appointed by the SEC under the first paragraph shall have an excellent knowledge of, and experience in, the operations of the Securities Exchange, securities or financial businesses and at least one person shall be a senior executive of a company whose securities are listed in the Securities Exchange.

The board of directors of the Securities Exchange shall elect a director, who is not the manager of the Securities Exchange, to be the chairman and may also elect another director of the Securities Exchange to be the vice-chairman.
 
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Section 160.
 
 
Directors of the Securities Exchange shall have the qualifications and shall not possess any of the prohibited characteristics as follows:
(1) having a Thai nationality;
(2) not being or having been a bankrupt;
(3) not having been imprisoned by the judgement of a court which is final unless the offence is related to an act of negligence or a petty offence;
(4) not being a civil servant having a permanent position or salary, a political official or an officer or employee of any government organization or state enterprise or district office or an elected member of a district council or district administration;
(5) not being a director who has been removed from the position by a resolution of the SEC.
 
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Section 161.
 
 
Directors of the Securities Exchange, except for the manager of the Securities Exchange, shall hold office for a term of two years. When one year of the first term of office has elapsed, two of the SEC-appointed directors and two of the member-elected directors shall be retired by means of drawing lots. Retirement from the office by means of drawing lots shall be deemed retirement upon the expiration of the term of office.

The directors who retire upon the expiration of the term of office may be re-appointed but shall not hold office for more than two consecutive terms.
 
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Section 162.
 
 
Apart from the expiration of the term of office, the office of the director of the Securities Exchange shall be vacated upon:
(1) death;
(2) resignation;
(3) removal by resolution of the SEC;
(4) lack of qualification or possession of prohibited characteristics under Section 160.

In cases where the office of a director of the Securities Exchange is vacated prior to the expiration of the term of office, the SEC or the members under Section 158 shall appoint or elect another person to assume the office, as the case may.
 
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Section 163.
 
 
The provisions of the second paragraph of Section 10, the second paragraph of Section 11, Section 12 and Section 13 shall apply mutatis mutandis.
 
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Section 164.
 
 
The board of directors of the Securities Exchange shall appoint the manager of the Securities Exhange who shall receive salary and other remunerations as specified by the board of directors of the Securities Exchange.

The manager of the Securities Exchange shall hold office for a term of not exceeding four years and may be re-appointed.
 
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Section 165.
 
 
The manager of the Securities Exchange shall:
(1) have qualifications and not possess the prohibited characteristics under Section 160;
(2) be able to work full-time for the Securities Exchange.
 
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Section 166.
 
 
Apart from the expiration of the term of office, the position of the manager of the Securities Exchange shall be vacated upon:
(1) death;
(2) resignation;
(3) reaching the age of sixty;
(4) removal by resolution of the board of directors of the Securities Exchange;
(5) lack of qualifications or possession of prohibited characteristics under Section 160.
The resolution of the board of directors of the Securities Exchange removing the manager of the Securities Exchange from the office shall be passed by not less than three fourths of the votes of all directors of the Securities Exchange not including the vote of the manager of the Securities Exchange.
 
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Section 167.
 
 
The manager of the Securities Exchange has the duty to manage the operation of the Securities Exchange in accordance with the policy and rules and regulations of the board of directors of the Securities Exchange and has authority over the officers and employees of the Securities Exchange.

In the management of the operation of the Securities Exchange, the manager of the Securities Exchange shall be responsible to the board of directors of the Securities Exchange.
 
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Section 168.
 
 
The manager of the Securities Exchange shall be the representative of the Securities Exchange in the business of the Securities Exchange relating to third persons, and for this purpose, the manager of the Securities Exchange may authorize any person to perform any act to the extent that such authorization is not contrary to the rules or regulations specified by the Board of the Directors of the Securities Exchange.

The authorization under the first paragraph shall be made in writing.
 
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Section 169.
 
 
When the office of the manager of the Securities Exchange has become vacant or when the manager cannot fulfill his duty, the board of directors of the Securities Exchange shall appoint one of the directors or officers of the Securities Exchange to temporarily perform the duty of the manager of the Securities Exchange. In this regard, such person shall have the power and duty of the manager of the Securities Exchange.
 
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Section 170.
 
 
The board of directors of the Securities Exchange shall have the power and duty to formulate policies, supervise the operation of the Securities Exchange and perform any other function in accordance with this Act.
The powers and duties of the board of directors of the Securities Exchange under the first paragraph shall include the issuing of rules or regulations on the following matters:
(1) rules, conditions and procedures concerning the acceptance and the withdrawal of listed securities;
(2) rates for fees charged by brokers or agents in the trading of listed securities;
(3) rules and procedures concerning membership of the Securities Exchange, election of the directors of the Securities Exchange in accordance with Section 159, the numbers, procedures for admission, qualifications, rights and duties, disciplines, punishment, meetings, as well as the transfer and termination of membership in the Securities Exchange;
(4) determination of the admission fees for membership, subscription fees, deposits and other service charges payable by members to the Securities Exchange;
(5) rules concerning additional requirements for accounting and auditing to the extent that such requirements are not contrary to the standards as specified by a professional institute approved by the relevant government authorities;
(6) announcement of the names of the auditors who have been given an approval by the board of directors of the Securities Exchange to audit the accounts of the companies whose securities are listed in the Securities Exchange;
(7) rules, conditions and procedures concerning the preparation of the register of the listed securities' holders, disclosure of the financial condition and the business operation of the companies whose securities are listed in the Securities Exchange;
(8) rules, conditions and procedures concerning the preparation of agreements appointing a broker or agent for the trading of listed securities in the Securities Exchange for customers and securities companies which are not members;
(9) rules, conditions and procedures concerning the trading of listed securities in the Securities Exchange, the permission for members to trade listed securities outside the Securities Exchange and the settlement and delivery of listed securities which are traded in the Securities Exchange;
(10) rules, conditions and procedures concerning a temporary suspension of trading of listed securities in the Securities Exchange;
(11) rules, conditions and procedures concerning the inspection of documentation and accounts of members;
(12) daily trading hours and holidays for the trading of listed securities in the Securities Exchange;
(13) rules, conditions and procedures concerning the preparation and the disclosure of reports on the holding of securities, and the determination of time for certifying the transfer of securities and issuing securities certificates;
(14) placement, appointment, removal of officers and employees, disciplines and punishment for officers and employees of the Securities Exchange, as well as the petition for grievances and the rules and procedures for the operation of the Securities Exchange;
(15) determination of positions, scales of salaries, wages and bonuses of officers and employees;
(16) welfare and assistance to present and retiring officers and employees including their families;
(17) any other matters necessary for the operation of the Securities Exchange.

The determination or alteration and modification of the rules or regulations under (2), (3), (4), (8), (9), (10), (11), and (12) shall require the prior opinion from the meeting of the members and the determination or alteration and modification of the rules or regulations under (1), (2), (3), (4), (5), (6), (7), (11) and (17) shall come into force only after an approval has been given by the SEC.
 
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Section 171.
 
 
The board of directors of the Securities Exchange shall have the power to:
(1) accept as listed securities the securities which are qualified in accordance with the rules, conditions and procedures concerning the acceptance of listed securities under Section 170(1);
(2) temporarily suspend the trading of any listed securities in the Securities Exchange for a specified period deemed to be reasonable;
(3) temporarily prohibit any member from trading listed securities in the Securities Exchange for a specified period deemed to be reasonable;
(4) withdraw the listed securities from the Securities Exchange in accordance with the rules, conditions and procedures concerning the withdrawal of listed securities under Section 170(1).

The Securities Exchange shall post the announcement of the acceptance and withdrawal of listed securities in a prominent place at the office of the Securities Exchange
 and shall disclose the matter to the public prior to the date on which such securities are accepted as or withdrawn from being listed securities.
 
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Section 172.
 
 
In order that the operation of the Securities Exchange may proceed in an orderly manner and in order to protect the interests of investors, the board of directors of the Securities Exchange shall have the power to order a company whose securities are listed in the Securities Exchange to do any act or omit to do any act concerning any matter which is necessary and reasonable.
In cases where a company whose securities are listed in the Securities Exchange fails to comply with the order of the board of directors of the Securities Exchange referred to in the first paragraph, the board of directors of the Securities Exchange may exercise the power under Section 171(2) or (4).
 
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Section 173.
 
 
In cases where the board of directors of the Securities Exchange has ordered a withdrawal of any listed securities due to the failure of the company to comply with the order given under Section 172, the holders of such withdrawn securities have the right to claim compensation from the director, manager or person responsible for the operation of such company who has caused the failure to comply with such order.
The holder of securities who has the right to claim compensation as referred to in the first paragraph shall have acquired such securities prior to the withdrawal of such listed securities and shall neither have participated in nor given approval and permission to act against such order.
 
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Section 174.
 
 
The liability for compensation as referred to in Section 173 shall be equal to the reduction in the value of securities from the last selling price of such securities in the Securities Exchange.
 
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Section 175.
 
 
The Securities Exchange shall have the power to file a claim in court for compensation as referred to in Section 174 for the benefit of the securities holders as a whole.
 
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Section 176.
 
 
The board of directors of the Securities Exchange shall have the power to appoint a sub-committee of the Securities Exchange to perform any matter of the Securities Exchange as assigned by the board of directors of the Securities Exchange, and for this purpose the provisions of Section 12 shall apply mutatis mutandis.

The sub-committee of the Securities Exchange shall receive remuneration as specified by the board of directors of the Securities Exchange.
 
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Section 177.
 
 
The chairman, vice-chairman and directors of the Securities Exchange shall receive remuneration as specified at a meeting of members of the Securities Exchange.