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CG and sustainable business development
Sustainable development roadmap
Securities and Exchange Act B.E. 2535 (1992)
Investment Governance Code for Institutional Investors (I Code)
Announcement of Signatory of the I Code
List of Code Signatories
Corporate Governance Code 2017
Ministry of Commerce
Other related entities
Listed company level
Board roles and responsibilities
Capital market professionals/gatekeeper
Gatekeepers are involved in the operational monitoring of listed companies. They include company secretary, financial advisor and auditor.
(1) Company Secretary
The Company Secretary is appointed by the Board of Directors to provide advice and assistance to ensure compliance with the rules and regulations of the Securities and Exchange Commission, the Stock Exchange of Thailand, and other related laws and regulations under the Securities and Exchange Act B.E. 2535 (1992).
Aside from duties to the Board of Directors, the Company Secretary has an important role in communicating with shareholders to build a good relationship among the shareholders, the Board of Directors and the management. The Company Secretary also prepares shareholders’ meetings and provides company information to shareholders through such meetings. The Company Secretary, therefore, is one of the key elements driving good governance within listed companies.
The appointment of Company Secretary is at the discretion of the Board of Directors as there are no specific laws prescribing qualifications or criteria for such appointment. However, the Company Secretary should be selected from the candidates who have good understanding of the company’s business and are able to keep the Board of Directors, executives and shareholders well-informed by internal and external sources. Moreover, the Company Secretary should have legal backgrounds and are keen in regulations related to company’s business. International language proficiency and good interpersonal skills could also support productive communication and cooperation within and outside the company.
For more information on the duties and responsibilities of Company Secretary, please see the Company Secretary Handbook. (Available in Thai only).
(2) Financial Advisor
A Financial Advisor is a professional approved by the Securities and Exchange Commission to render financial advisory services, give opinions, prepare documents for public limited companies for such matters as issuance and offer for sale of securities, listing of securities, preparation of rehabilitation plans for non-performing listed companies.
Additionally, a Financial Advisor plays an important role in promoting good governance of listed companies by giving advice and laying out a framework or guidelines for good governance practices for listed and IPO companies. A Financial Advisor also has to monitor its clients’ implementation of such CG policy and assess the appropriateness of such policy.
A Financial Advisor should give advice to its clients, both listed and to be listed companies, by taking into account five key elements: (1) board structure, (2) company secretary, (3) board role, (4) investor relations, and (5) disclosure. A Financial Advisor should be knowledgeable of corporate governance practices in relation to such different matters.
An Auditor is a professional who is registered and approved by the Federation of Accounting Professions in compliance with the Accounting Professions Act, B.E. 2547 (2004) to audit and certify accounting statements of companies and registered ordinary partnership according to Section 39 of the Revenue Code. To be able to certify the financial statements of an issuing company, an Auditor must obtain an approval from the SEC. See the SEC-Approved Auditor List.
An Auditor has the duty to certify the financial statements of listed companies to be disclosed to shareholders. The financial statements of a company having good governance are likely to be certified with unqualified opinion. On the other hand, concerns of the auditor reflect doubts in the company’s questionable financial statements. An Auditor’s independence is also important to ensure transparency and reliability of certified financial statements. Therefore, the Securities and Exchange Commission requires that listed companies rotate their auditor every five accounting years.
CG-ROSC Assessment recommends that Thailand have rules prohibiting auditors from providing non-audit services to clients, for example, services relating to accounting, financial system design, internal auditing, legal and non-audit related advice, to enhance confidence and protect interest of investors. The recommendation is in line with the United States’s Sarbanes-Oxley Act 2002 (Section 201).
UpdateDate 21 June 2018