The securities company may act as a custodian for the person who has authorized it to
manage the private fund for which it is responsible, upon consent of the person so
authorizing and approval of the SEC Office, in accordance with the rules, conditions and
procedures specified in the notification of the Capital Market Supervisory Board.
SECTION 136. The securities company shall segregate the assets of the person
authorizing the management of the private fund from its assets, and in the event that the
securities company is not a custodian of the person authorizing the management of the
private fund for which it is responsible, the securities company shall deposit the assets
with the custodian approved under the first paragraph of Section 135 within the business
day following the day on which the securities company received such assets or within the
time specified in the notification of the SEC Office.
SECTION 137. In accepting assets into custody, the custodian shall segregate the
deposited assets from its own assets, and shall deal with the deposited assets in accordance
with the rules, conditions and procedures specified in the notification of the SEC Office.
Any custodian who fails to comply with the provisions of the first paragraph shall be
subject to revocation by the SEC Office of the approval granted for such custodian.
SECTION 138. All assets of the person authorizing the management of the private fund
shall be in the name of the person authorizing such management and the name of the
securities company as the representative, unless otherwise permitted by the SEC Office in
accordance with the rules, conditions and procedures specified in the notification of the SEC
Office.
SECTION 139. In managing a private fund, the securities company shall be prohibited
from:
(1) investing in any assets for the person authorizing the management of the private
fund other than those agreed upon in the agreement authorizing the management of
the private fund;
(2) accepting fees or any service charges from the person authorizing the management
of the private fund, except for fees or service charges specified at the rate and
according to procedures in the agreement authorizing the management of the
private fund;
(3) purchasing or selling assets in its own name with the person authorizing the
management of the private fund without giving prior notice;
(4) making a representation to the person authorizing the management of the private
fund that there will be a profit or return at a certain rate or promising that the loss
shall not be more than the rate already specified, except for a representation or
warranty given in accordance with the rules, conditions and procedures as
specified by the notification of the SEC Office;
(5) doing any other act that may cause a conflict of interest as specified in the
notification of the SEC Office.
SECTION 140.4 The securities company shall prepare an account showing the financial
condition of each private fund in the form specified in the notification of the SEC Office
and shall keep the supporting documents which evidence the correctness of such account.
In managing a private fund of the nature specified by the notification of the SEC Office,
the securities company shall prepare financial statements of the private fund pursuant to its
actual conditions, and shall comply with the rules, conditions and procedures specified by
the notification of the Capital Market Supervisory Board, which shall take into account the
standards approved by the Board of Auditing Practices under the law relating to auditors.
The financial statements under the second paragraph must be examined and given opinion
by an auditor approved by the SEC Office, and such auditor must not be a director, staff
member or employee of such securities company.
The auditor of the private fund must adhere to the code of conduct and perform the
auditing to provide opinion on the financial statements in compliance with the
requirements of the law relating to auditors and additional requirements as specified in the
notification of the Capital Market Supervisory Board.
In the case where the securities company prepares the supporting documents for entry into
accounts or disclose information in the financial statements inaccurately or incompletely,
the auditor shall disclose the facts and material impact on the financial statements in his
audit report on which he is to sign in order to give his opinion.
Any auditor who fails to comply with the provisions of the fourth paragraph or the fifth
paragraph shall be subject to revocation by the SEC Office of the approval given for such
auditor.
DIVISION 9
REVOCATION OF LICENSE AND DISSOLUTION OF SECURITIES COMPANY
SECTION 141.4 If the SEC Office finds that any securities company:
(1) does not appropriately prepare accounts or does not complete the preparation of
accounts within a reasonable period of time;
(2) does any act or omits to do any act which is specified in the notification of the
SEC Office with the approval of the Capital Market Supervisory Board;
the SEC Office shall have the power to order the securities company to rectify such act or
refrain from doing such act as the SEC Office may deem appropriate within a specified
period of time.
SECTION 142. Where there is evidence that the condition or operation of any securities
company is such that damage may be caused to the public interest, the SEC Office shall have
the power to order such securities company to rectify such condition or operation within the
period of time specified by the SEC Office.
SECTION 143. In cases where the Capital Market Supervisory Board finds that the
condition or operation of any securities company is such that serious damage may be caused
to the public interest, the Capital Market Supervisory Board shall have the power to order
such securities company to take measures to rectify its management or to take any other
action within the period of time specified by the Capital Market Supervisory Board. In this
regard, the Capital Market Supervisory Board may also specify any condition to be complied
with by the securities company for the purpose of rectifying the condition or operation of the
securities company.4
In cases where any securities company fails or is unable to rectify its operation, the Minister
shall have the power to revoke the license of such securities company upon recommendation
of the SEC.
SECTION 144. Where there is evidence that the condition or operation of any securities
company is such that damage may be caused to the public interest, or where the directors,
managers or persons responsible for the operation of any securities company fail to comply
with the order of the SEC Office under Section 141 or Section 142, the SEC Office shall
have the power to order such securities company to remove its directors, managers or persons
responsible for its operation who have caused such events. In this regard, such securities
company shall appoint other persons to replace the persons so removed within thirty days
from the date of removal.
SECTION 145.4 Where any securities company fails to remove such persons or removes
but fails to appoint other persons in their places within thirty days from the date of removal,
the SEC Office with the approval of the Capital Market Supervisory Board shall have the
power to:
(1) remove its directors, managers or persons responsible for the operation of the
securities company whom the securities company fails to remove;
(2) appoint one or more persons to replace the persons so removed for a period of not
longer than three years. The persons so appointed shall be entitled to remuneration to
be paid from the assets of the securities company as specified by the Capital Market
Supervisory Board. During the period in which the persons so appointed hold office,
shareholders of the securities company may not pass a resolution to revoke or change
the orders of the SEC Office.
For the purpose of this Section, the order of the SEC Office issued under the first paragraph
shall be deemed as a resolution of a shareholders' meeting in accordance with the Civil and
Commercial Code or the law relating to public limited companies, as the case may be.
The persons so removed shall no longer be involved in or operate, directly or indirectly,
any affair of that securities company, and shall give assistance and provide facts to the
persons so appointed.
SECTION 146. Where any securities company fails to comply with the order of the
SEC Office given in accordance with Section 144, the SEC Office shall report the matter to
the SEC. In such event, the Minister upon recommendation of the SEC, shall have the power
to revoke the license of the securities company.
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4. indicated amendment by the Securities and Exchange Act (No. 4) B.E. 2551 |
