- Laws
- Accounting Standards
- Listing Rules
- Official Codes and Guidelines
1. Laws
Securities and Exchange Act B.E 2551
The long-awaited amendment to the Securities and Exchange Act was passed by Parliament on December 20, 2007 and became effective on March 5, 2008. These amendments will strengthen corporate governance through such measures as enhancing fiduciary duties of company directors and stipulating sanctions for breaches of those duties, and strengthening the rules governing related party transactions.
Securities and Exchange Act B.E 2535
The Securities and Exchange Act was enacted in 1992 and is enforced by the Ministry of Finance.
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2. Accounting Standards
Thai Accounting Standards
This site only offers a Thai version. Thai Accounting Standards (TAS) are issued by the Federation of Accounting Professions (FAP), which was formed in 2004. Prior to that, standards were issued by the Institute of Certified Accountants and Auditors of Thailand (ICAAT). As of November 2005, according to IAS Plus, there were a total of 57 accounting standards: 31 which were currently in effect, four that were not required by Thai law as yet, and 22 standards that had been superseded.
IAS Plus: www.iasplus.com
IAS Plus, a website maintained by Deloitte, provides up-to-date information about accounting standards in Thailand.
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3. Listing Rules
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4. Official Codes and Guidelines
Revised Code of Corporate Governance (March 2006)
In March 2006, the Stock Exchange of Thailand (SET) issued a revised code of corporate governance as an update to its previous 2002 code. The new document follows closely the five key OECD corporate governance principles and adopts recommendations made by the World Bank.
While still voluntary, the new code takes a "comply or explain" approach to corporate governance (thus following UK practice). Companies are required to disclose the extent of their compliance with the code's principles in their 2007 annual statements (Form 56-1) and annual reports. In practical terms, this means that the first reports will not be seen until March and April 2008.
One of the most interesting aspects of the new code concerns the conduct of shareholder meetings. In an effort to encourage companies to adopt clear procedures for allowing minority shareholders to propose agenda items for annual meetings, the code lays down a detailed "best practices guideline" on the subject.
Code for Directors of Listed Companies (October 1999)
In October 1999, The Stock Exchange of Thailand (SET) reissued its voluntary "Code of Best Practice for Directors of Listed Companies". The code covers seven areas: board composition; roles and responsibilities of directors; appointments to the board; holding a director's position; director remuneration; board and shareholder meetings; and company reports. Although brief, the code was quite advanced for its time in Asia. It advocates that the chairman of the board should be an independent director; that directors should not accept too many directorships; and that the compensation of directors "should be fully disclosed" in the annual report. A copy of the code is attached.
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