SECTION 86. The rights to claim for compensation in accordance with Section 82 shall have a limitation period of one year from the date on which the fact that the registration statement and prospectus contained false information became known or should have been known, but not exceeding two years from the effective date of the registration statement and draft prospectus.

SECTION 87. The effectiveness of the registration statement and draft prospectus shall not be taken to mean that the SEC and the SEC Office have certified the correctness of information contained in the registration statement and draft prospectus or that the SEC and the SEC Office have guaranteed the price of the securities being offered for sale.

SECTION 88.⁴ The company or the owner of the securities shall deliver securities to the purchasers of the securities in accordance with the rules, conditions and procedures as specified in the notification of the Capital Market Supervisory Board.

SECTION 89. The auditor who gives an opinion on a financial statement which is disclosed in the registration statement of newly issued securities and prospectus in this Chapter shall be an auditor who has been given an approval by the SEC Office.

CHAPTER 3/1
GOVERNANCE OF PUBLICLY TRADED COMPANY⁴

SECTION 89/1. In this Chapter : “company” means
(1) a public limited company approved to offer for sale of newly issued shares to the public except a public limited company with characteristics as specified in the notification of the Capital Market Supervisory Board;
(2) a public limited company whose shares are listed on the Securities Exchange or whose shares are sold on the over-the-counter center.
“subsidiary” means
(1) a limited company or a public limited company over which the company has control;
(2) a limited company or a public limited company over which the subsidiary under (1) has control;
(3) a limited company or a public limited company under the chain of control beginning with that under control of the subsidiary under (2).

“board of directors” means the board of directors of a company.

“director” means a director of a company.

“executive” means a manager or a person responsible for the management of the company, whether de facto or as authorized by the board of directors as specified in the notification of the Capital Market Supervisory Board.
“related person” means persons with any of the following relationships:
(1) a person having control over the company and in cases of a juristic person, including the board of directors of the said juristic person;
(2) the spouse, a minor child or an adopted minor child of the director, the executive or the person under (1);
(3) a juristic person over which the person under (1) or (2) has control;
(4) any other persons as specified in the notification of the Capital Market Supervisory Board.

When any person acts with understanding or agreement that if the company enters into any transaction which provides financial benefits for such person, the director, the executive or the person under (1) or (2) will also gain financial benefits, the said person shall be deemed as a related person for such particular transaction.
“control” means
(1) holding of shares with voting right of a juristic person in an amount exceeding fifty percent of the total number of the voting rights of such juristic person;
(2) having control of the majority voting rights in the shareholders’ meeting of any juristic person, whether directly or indirectly or by any other reasons;
(3) having control over appointment or removal of at least half of all directors.

SECTION 89/2. No securities company or company shall perform any unfair treatment against an officer, an employee or any other persons hired to work for the securities company or company, whether by changing his position, job description or work place, suspending, threat, harassment, lay-off or any other matters of unfair treatment against such person because the said person :
(1) gives information, cooperates or gives assistance by any means to the SEC, the Capital Market Supervisory Board or the SEC Office in cases where the officer, the employee or such other persons believe or have reasonable ground to honestly believe that there has been contravention of or failure to comply with this Act;
(2) gives statement, files document or evidence or gives assistance by any means to the SEC, the Capital Market Supervisory Board or the SEC Office for the purpose of consideration or inspection in cases where it is suspicious that there has been contravention or failure to comply with this Act, regardless of whether such person has done so in accordance with the order of the SEC, the Capital Market Supervisory Board or the SEC Office.

DIVISION 1
DIRECTOR AND EXECUTIVE

SECTION 89/3. A director shall have qualifications and shall not have prohibited characteristics as specified by law on public limited companies, and shall not have characteristics indicating a lack of appropriateness in respect of trustworthiness in managing business whose shares are held by public shareholders as specified in the notification of the SEC.

SECTION 89/4. In addition to the ground for removal from directorship as specified by the law on public limited companies, a director shall be removed from his directorship upon possession of any characteristic indicating a lack of appropriateness in respect of trustworthiness in managing business whose shares are held by public shareholders under Section 89/3 and shall not maintain his directorship in the company.

SECTION 89/5. All businesses of the company undertaken, on behalf of the company, by the board of directors, a director or any person assigned by the board of directors shall be valid and binding on the company notwithstanding it is subsequently found that there are certain defects in the qualifications or prohibited characteristics of the directors or lacking of appropriateness under Section 89/3.

SECTION 89/6. An executive shall have qualifications and shall not have prohibited characteristics indicating a lack appropriateness in respect of trustworthiness in managing business whose shares are held by public shareholders as specified in the notification of the SEC.

The executive who lacks of qualifications or has prohibited characteristics under the first paragraph shall be removed from his position and shall not remain in his position in the company.

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4. indicated amendment by the Securities and Exchange Act (No. 4) B.E. 2551