The Stock Exchange of Thailand
Following the initial public offering, securities can be traded in the secondary market once the issuer has applied for and been granted approval by the SET.
Roles of the Stock Exchange of Thailand
As defined in the Securities and Exchange Act B.E. 2535 (1992), the SET's primary roles are:
1. To serve as a center for the trading of listed securities, and to provide the essential systems needed to facilitate securities trading;
2.To undertake any business relating to the Securities Exchange, such as a clearing house, securities depository center, securities registrar, or similar activities;
3.To undertake any other business approved by the SEC.
In July 2002, the SET established the Corporate Governance Center to help listed companies develop their corporate governance system. The Center provides consulting services and exchange of ideas about corporate governance practices with directors and executives of listed companies and listing applicants.
Department of Business Development, Ministry of Commerce
The Department of Business Development, the Ministry of Commerce plays a significant role in driving the national economy. The DBD’s primary responsibilities cover four areas, namely (1) business registration and information services; (2) entrepreneur development, business promotion and trade institutions development; (3) business’ corporate governance; and (4) general administration.
To become a listed company, first of all a company must register the establishment of a juristic person with the DBD as a public limited company under the Public Limited Company Act B.E. 2535 (1992). The law prescribes the essences of corporate governance principles, for example, fundamental qualifications of the board of directors (e.g., being at legal age, not being incompetent or bankrupt), board’s roles and responsibilities in accordance with the laws, objectives and company’s regulations and resolutions of the shareholders’ meetings. In addition, the board should not hold any position in another business of the same kind or a competitor company. The shareholders shall have basic rights including the right to receive dividends, the right to attend shareholders’ meetings, the right to use proxy, the right to call for a shareholders’ meeting when collectively holding at least one fifth of the paid-up share capital, or at least 25 shareholders holding at least one tenth of the paid-up share capital. Consideration of a matter outside the meeting agenda is permissible if proposed by at least one third of the attending shareholders with the voting right.
The Bank of Thailand (BOT) was established under the Bank of Thailand Act B.E. 2485 (1942) and started operation on 10 December 1942. The BOT roles and responsibilities are to regulate country’s financial system, issue regulations and control financial institutions, circulate banknotes, supervise international money transfers, and monitor exchange rate of Thai Baht against foreign currencies.
The BOT views that corporate governance practices are fundamental to the efficiency, transparency and trustworthiness of commercial banks, and conducive to stronger competitiveness, added value, and bank stability in the long run. Key principles of good corporate governance of commercial banks focus on the roles and responsibilities of the board, board structure, internal control and internal audit, disclosure and transparency. All this supports the role of the market in supervising the operation of commercial banks (market discipline). More information and guidelines are available in The CG Handbook for directors of financial institutions.