​Extent of director liability index

Thai law protects the right of minority investors to bring an action against any director who acts or omits to act in any way that constitutes a failure to perform duties with responsibility, due care and loyalty for the best interest of the company, which causes damage to the company or creates benefits for oneself or others. In this regard, shareholders are entitled to claim on the company's behalf for damages or returns of benefits that such director had received as a result of his/her misconduct. In addition, the criminal and civil sanctions prohibit such director from holding the position at any listed company. The SEC also proposed amendment to the Public Limited Companies Act B.E. 2535 (1992) to prohibit any company from exempting the liability of any director who fails to perform duties with loyalty and due care for the company's best interest. The amendment would also require that the company claim indemnity from such director.

Extent of shareholder suits index

If a shareholder intends to bring an action against the company or the board of directors, the shareholder shall comply with the Civil Procedure Code, which prescribes the procedures for filing a civil lawsuit. In this regard, the Law clearly prescribes that the plaintiff is entitled to adduce evidence by specifying only the categories of documents without the need to identify specific details on the evidence list. Besides, the Law requires only the procedure for taking evidence by the plaintiff and the defendant, i.e., the sequence of examination, cross-examination and re-examination. In case of witness examination, there is no statutory requirement for the court to grant a prior approval. Such supportive conditions allow shareholders to exercise the right to enter a legal action more conveniently.

Extent of shareholder rights index

This extent measures shareholders' rights and role in major corporate decisions. 
To satisfy this indicator the SEC along with the relevant authorities proposed amendment to the Public Limited Companies Act B.E. 2535 (1992) to modernizing electronic systems, which enable the delivery of documents (e-delivery), proxies (e-proxy) and advertisements on shareholder meeting. This would allow shareholders to take part in shareholder meetings more easily and promote the exercise of voting rights to control, monitor and participate in the decision making on important matters.

UPDATE: At present, the Emergency Decree on Electronic Meetings B.E. 2563 (2020) (“Emergency Decree on E-Meetings") recognizes board of directors and shareholder meetings via electronic means. The Emergency Decree on E-Meetings also allows the e-delivery of invitation and supplementary documents to the e-meeting.

The SEC, the Department of Business Development, the Ministry of Commerce and the Office of the Council of State, closely work together to endorse the amendment of Public Limited Company Act B.E. 2535 (1992) to be in accordance with the Emergency Decree on E-Meeting and to provide the better clarity on the related provisions for the public limited companies. ​

Extent of Ownership and Control Index

The SEC has issued the Notification of the Capital Market Supervisory Board No. TorChor. 15/2563  Re: Application for and Approval of Offer for Sale of Newly Issued Shares (No.8) dated February 28,2020, requiring companies offering for sale of shares to the public to separate the roles and responsibilities of the chairman and the CEO. The Stock Exchange of Thailand (“SET") has also announced the SET Regulation Re: Listing of Ordinary Shares or Preferred Shares as Listed Securities (No.6) B.E. 2020 dated August 3, 2020 requiring the listed companies to separate the roles and responsibilities of the chairman and the CEO, or equivalent position, according to the aforesaid Notification. In addition, the SEC issued a circular letter to all financial advisors and listed companies seeking their cooperation on encouraging IPO companies and listed company to comprehensively apply the CG code on the separation of the role of chairman and CEO in order to ensure an appropriate balance of power between the board of directors and the management.

UPDATE: The SEC has issued the Notification of the Capital Market Supervisory Board
No. TorChor. 35/2564 Re: Application for and Approval of Offer for Sale of Newly Issued Shares (No.10) dated May 1, 2021 providing more flexibility to the requirement of the separation the role and responsibilities of chairman and CEO of listed companies making secondary offering for sale of shares to the public (SPO), in accordance with the transitory provision regarding the maintaining of the status of listed companies with respect to chairman and CEO, or equivalent position, of the SET Regulation Re: Listing of Ordinary Shares or Preferred Shares as Listed Securities (No.6) B.E. 2020 dated August 3, 2020.  ​

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Extent of corporate transparency index

The Securities and Exchange Act B.E. 2535 (1992) allows listed company shareholders who collectively hold shares at least 5 percent of the total voting rights to propose that the board of directors include a matter in the agenda of the shareholder meeting. The board of directors must do so within a specified period of time for the upcoming shareholder meeting; however, the board may refuse to include the matter proposed by the shareholders in the agenda only if the proposed matter does not fall within the scope specified by law. In addition, the Act prescribes further protection of shareholders' rights by requiring the board to notify the refusal to include the proposed matter and the reason thereof as in such shareholder meetings for acknowledgement. In any case, if the shareholder meetings resolve by a majority vote to accept such proposed matter, the board must include the matter in the agenda of the next shareholder meeting. This is to ensure that the shareholders are entitled to make the final decision.