This action is undertaken under the SEC’s strategic plan to enhance listed companies’ corporate governance and the practices of relevant parties, which includes strengthening the role and promoting the duties of internal auditors and internal control systems to ensure the internal control efficiency of listed companies and prevent fraud or improper operations, thereby strengthening confidence and protecting investors in the Thai capital market.

In this regard, the SEC is proposing principles for amending the relevant regulations to strengthen the role and performance of internal auditors and the effectiveness of internal control systems of IPO companies and secondary public offerings of newly issued shares by listed companies (SPO companies). The key proposed amendments are as follows:

    (1) Prescribing qualifications for persons serving as “Chief of internal audit”, both in cases where a company has an internal audit function (IA in-house) and where it engages internal auditors from an external internal audit service provider (IA outsource), as follows:
        - Holding at least one internal audit certificate as prescribed by the SEC, namely Certified Internal Auditor (CIA), Internal Audit Practitioner (IAP), Certified Professional Internal Audit of Thailand (CPIAT), Professional Internal Auditor Certificate (PIAC), or any other certificate to be prescribed by the SEC, with active status as of the date of filing the IPO and SPO applications with the SEC; and
        - Having at least five years of work experience, of which at least three years must be experience related to internal audit. Such experience includes direct internal audit work and other relevant work that the company’s audit committee considers to be related to internal audit. The period of such experience need not be consecutive.

    (2) Requiring IPO companies, SPO companies, and listed companies to disclose information on internal auditors in the registration statement for securities offering (Form 69-1) and/or the annual registration statement/annual report (Form 56-1 One Report), as the case may be, so that investors can review such information.

“The SEC places importance on the internal control efficiency of both IPO companies and listed companies, with emphasis on requiring companies to have knowledgeable, capable, and professional internal auditors so that boards of directors and audit committees have effective tools for oversight and monitoring, which will help build long-term investor confidence.

In addition, the SEC has coordinated and discussed with the Stock Exchange of Thailand (SET) for consideration of further actions in relevant areas. The SEC has also worked with the SET and other professional bodies overseeing internal audit practitioners, such as the Institute of Internal Auditors of Thailand (IIAT), the Federation of Accounting Professions under the Royal Patronage of His Majesty the King (TFAC), and the Thai Listed Companies Association (TLCA), to promote the cultivation of qualified personnel entering the internal audit profession, which is essential to strengthening professional standards and supporting the continued advancement of the internal audit profession.

The SEC and the SET remain committed to promoting the duties of listed companies, directors, audit committees, and relevant parties to prevent and address fraud or improper operations, with a view to continuing to strengthen confidence and protect investors in the Thai capital market,” said Mr. Anek Yooyuen, SEC Deputy Secretary-General and Spokesperson.

The consultation paper is available on the SEC website at https://www.sec.or.th/TH/Pages/PB_Detail.aspx?SECID=1186 and on the Legal Hub at https://law.go.th/listeningDetail?survey_id=NzUyM0RHQV9MQVdfRlJPTlRFTkQ=. Stakeholders and interested parties are invited to submit comments through these websites or by email to fundraisingpolicy@sec.or.th. The public hearing ends on 31 July 2026.