Form 56-1/ 56-2
Changes in securities holding / takeover/
Form 56-1/ 56-2
Q: Information disclosure in 56-1 in relation to remuneration of executive directors and executives, what type of remuneration should be disclosed?
A: Disclosure of remuneration must include salary, bonus, and other remuneration paid to executive directors and executives in the past year, using accrual basis principle (accounting standards). In case listed company provides employee stock option plan (ESOP) and provident fund, such information should be disclosed in “other remuneration."
Q: According to the law, who will be responsible for certifying the annual registration statement (form 56-1)?
A: At present, the law specified that “authorized person" shall have duty to certify the annual registration statement (form 56-1). The SEC will adhere to the company's certification informed to the Ministry of Commerce, e.g. if the certification specified that two of director A B C or D jointly certify with company seal, the company can have director A and D sign the document with company seal to certify accuracy of information in form 56-1. However, all directors shall take responsibility for the accuracy of information in 56-1.
Q: What are key responsibilities of compliance unit? If the company does not have compliance unit, does the company have to disclose such facts?
A: In general, compliance unit will supervise business operations to be in accordance with regulation of supervisory bodies, for example, bank's compliance unit will monitor bank to operate in accordance with Bank of Thailand's regulations or compliance unit of securities/asset management companies will monitor the company to operate in accordance with SEC regulations. If the company does not have such unit, it is not required to disclose information of head of compliance unit.
Q: How many files to use in submitting annual registration statement (form 56-1) via SET's system (ELCID)?
A: The company shall submit a total of 5 files as follows:
- File 1 Cover and Table of Content
- File 2 Part 1 Business operations
- File 3 Part 2 Management and Corporate Governance
- File 4 Part 3 Financial Status and Operating Performance
- File 5 Certification for information accuracy
Attachment to 1-4 can be submitted four files separately, which will be file 6-9. Moreover, if the company has additional information, the company can be submitted more files (file 10).
Q: In preparing form 56-1, is the company required to send the appendix to the SEC?
A: The objective of appendix in form 56-1 is for the company to use as reference for preparing form 56-1. The company does not need to send it to the SEC.
Q: Does the assessment on the sufficiency of internal control system (“Assessment form") be approved by audit committee and board of directors before starting the assessment?
A: Requirements in the annual registration statements (form 56-1) specified that the board of directors (including audit committee) must use assessment form in the appraisal of company's sufficiency of internal control system (IC). Practically, Internal Control Department may assess company's internal control and report the results to the board of directors and audit committee for consideration. Therefore, it is not required to propose the assessment form to the board of directors for consideration before starting the assessment as the company may report the results of the assessment to the board of directors and audit committee after the assessment.
Q: In case the company wants to refer the content on CSR or CG to the report on its website, how should the company specify it in the annual registration statement (form 56-1)?
A: In form 56-1, the company shall indicate the website and URL.
Q: In making of financial ratio to disclose in form 56-1, is it required to present financial ratio as specified in the Appendix?
A: The company can present ratios that are in accordance with the industry/competitor or add more ratios as deemed appropriate. In case the ratio differs from the industry, the company should provide definition of such ratio.
Changes in securities holding / takeover/
Q: Shall executive director / adviser to directors who does not serve as company's director or executive defined by SEC notification be required to report the buying/selling/transferring of company's shares or warrant?
A: According to the SEC notification, directors and executives are required to submit form 59-2 to report the buying/selling/transferring company's shares or warrant. However, in case of executive director/adviser to company's directors who does not serve as director or executive as defined in SEC notification but has duty and was well aware of inside information, the company may establish a policy for such person to disclose the changes in securities holding to demonstrate transparency.
Q: In case directors or executives of listed company buy extra shares in addition to shares received from the Employee Joint Investment Program (EJIP) approved by the SEC, in reporting of securities holding through form 59-2, shall directors or executives disclose shares received from EJIP?
A: Directors or Executives who buy extra shares in addition to shares received from EJIP approved by the SEC shall have duty to submit the form 59-2 (Report of securities holding). The number of securities held before acquisition / disposition must include number of shares received from EJIP.
Q: Major shareholder disclosed in the report (form 246-2) when his shareholding reaches 5%, however, the company later issued new shares and offer to private group of investors (Private Placement), resulting in a decrease in shareholding of major shareholder to be lower than 5% (dilution), in case such major shareholder buys more shares which makes shareholding reaches 5% again, how should he/she report in form 246-2?
A: Major shareholder must report on his/her shareholding for the buying of shares that makes his/her shareholding reaches 5%. He/she is not require to report the proportion of shareholding that decreases to be at the level lower than 5% as a result of dilution from the issuance of increased capital (PP).
Q: In case the company enters into an asset acquisition transaction in the sixth month, when includes other transactions in the previous 6 months, the company has duty to report to the SET and issues letter for circulation to shareholders, what transactions should the company disclose in the letter to shareholders?
A: The company should summarize all of the asset acquisition transactions in the past six months that require the company to report to the SET and send out circulation letter to shareholders. The company must disclose information in detail on asset acquisition in the 6th month.
Q: When should the company prepare Interim Management Discussion and Analysis?
A: Listed company must prepare Interim MD&A when company's income or net profit varies over 20% from the same period last year, for instance, comparison on profits and income of Q2/2014 with Q2/2013. The company should also compare cumulative income and profit of 6M/2014 with 6M/2013 and listed company should at least be able to explain the cause and significant factors affecting its performance and consequences of such factors. The company that has quarterly prepared the MD&A can use the quarterly MD&A as Interim MD&A. Listed company that has duty to prepare MD&A will have to submit Interim MD&A together with financial statements. However, if the condition does not apply to the company, the SEC encourages listed company to prepare Interim MD&A as a tool for company's executives in communicating with shareholders.
Q: What figure should listed company use to analyze financial ratios of listed company's net profit, between net profit (loss) for the ending period and net profit (loss) for the ending period of the parent company?
A: In analyzing ratios on net profit, listed company shall use net profit (loss) for the ending period of the parent company as net profit (loss) for the ending period has included net profit (loss) ofshareholders' equity that holds shares in company' subsidiary. Therefore, it will be unable to show real net profit (loss) of listed company.
Q: In case listed company has other profits that does not come from its core business, how should listed company analyze its operating performance?
A: In case listed company has other profits that does not come from its core business such as profit from trading of assets or business, debt-restructuring, listed company should analyze and clearly explain sources of profit if it contributes significantly to the company's net profits at the ending of the period.
Q: In case shareholder request company's information before such information is publicly disclose, shall listed company's executive give requested information to the shareholder if such information may provide such shareholder advantage over other shareholders?
A: Information disclosure of listed company shall be in accordance with SET regulation on theGuidelines on Disclosure of Information of Listed Companies, which required listed company to disclose information significant to public's investment decision. Such information must be accurate, sufficient and in a timely manner. Moreover, listed company must ensure that all shareholders fairly receive the information. Therefore, the company must carefully exercise discretion in providing information that is not yet disclosed to the public.