Chapter 1
Supervision of Securities and Exchange
 
Division 1
Securities and Exchange Commission
 
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Section 8.
 
 
A Securities and Exchange Commission hereby referred to as the "SEC" shall be established, comprising the Minister of Finance as Chairman, the Governor of the Bank of Thailand, the Permanent Secretary of the Ministry of Finance, the Permanent Secretary of the Ministry of Commerce and not fewer than four but not exceeding six experts appointed as commission members by the Cabinet upon the recommendation of the Minister, among whom there shall be at least one legal expert, one accounting expert and one financial expert . The Secretary-General shall be a commission member and the secretary of the SEC.
 
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Section 9.
 
 
No commission member appointed by the Cabinet under Section 8 shall be a political official, an elected member of a district council or district administration, or a member or an official of a political party.
 
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Section 10
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Each commission member appointed by the Cabinet under Section 8 shall hold office for a term of six years. When two years of the first term of office have elapsed, one-third of the commission members shall be retired by means of drawing lots. When four years have elapsed, half of the commission members who did not draw lots requiring them to retire after the first two years shall retire form the Office by means of drawing lots. A fraction resulting from such calculation shall be disregarded. Retirement form the office by means of drawing lots shall be deemed retirement upon the expiration of term of office.
Upon the expiration of the term of office, the appointment of new commission members shall be made within sixty days. During the period when new commission members have not yet been appointed, the retiring commission members shall remain in office until their successors assume their duties.
The commission members 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 11.
 
 
Apart from retirement upon the expiration of the term of office under Section 10, the office of a commission member appointed by the Cabinet shall be vacated upon:
(1) death;
(2) resignation;
(3) termination by the Cabinet due to gross incompetence in the performance of duty;
(4) being a bankrupt;
(5) being an incompetent or quasi-incompetent person;
(6) 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;
(7) having the prohibited characteristics as provided in Section 9.

If the office of a commission member appointed by the Cabinet is vacated prior to the expiration of the term of office, the Cabinet may appoint another person to hold the office of such commission member. The appointed commission member shall retain office for the duration of the unexpired term of the commission member whom he replaces.
 
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Section 12.
 
 
At least half of the commission members of the SEC shall form a quorum.

If the Chairman of the SEC is not present at the meeting or cannot perform his duty, and if there is a Vice-Chairman, the Vice-Chairman present at the meeting shall be the Chairman of the meeting. If there is no Vice-Chairman or there is a Vice-Chairman who is not present at the meeting or cannot perform his duty, the commission members present at the meeting shall elect one of the commission members to be the Chairman of the meeting.

Decisions shall be made at the SEC meeting upon majority vote. Each commission member is entitled to one vote.
In the event of a tied vote, the Chairman of the meeting shall hav
e a casting vote.
 
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Section 13.
 
 
Any commission member, appointed by the Cabinet, who has an interest in the matter to be considered, shall be prohibited from participating in such consideration.
 
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Section 14.
 
 
The SEC shall have the power and duty to formulate policies to promote and develop, as well as to supervise, matters concerning securities, securities business, the Securities Exchange, over-the-counter centres, and related businesses, organizations related to securities business, issue or offer of securities for sale to the public, acquisition of securities for business take-overs, and prevention of unfair securities trading practices. Such power shall include:
(1) the issuance of rules, regulation, notifications, orders, or directions under this Act;
(2) the determination of fees for application for an approval, application for obtaining a license, a license, or for operating the business as licensed;
(3) the issuance of rules relating to the duties of a sub-committee;
(4) the issuance of rules, orders and regulations relating to personnel, personnel relations system, placement, appointment, dismissal and discipline for personnel and employees of the Office, the determination of salary and other remuneration as well as welfare and assistance;
(5) any other activities to be implemented according to the objectives of this Act.

All rules, regulations, notifications, orders, or directions that are generally applicable shall come into force upon publication in the Government Gazette.
 
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Section 15.
 
 
The SEC shall have the power to appoint a sub-committee to perform any matter as assigned by the SEC.

In the case of issuance of generally applicable rules, regulations, notifications, orders, or directions, the SEC shall submit the matter to the sub-committee under the first paragraph for consideration and the recommendation of the sub-committee shall be proposed to the SEC except for case which are confidential or require urgent action.

The sub-committee under the first paragraph shall be appointed by the SEC and shall consist of not fewer than five but not exceeding seven experts on the related matter.

The provisions of Section 12 shall apply to the meeting of the sub-committee mutatis mutandis.
 
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Section 16.
 
 
The Chairman, commission members of the SEC as well as members of sub-committees shall receive remuneration as specified by the Minister. The remuneration shall be deemed to be expenses for the operation of the Office.