“competent officer” means a person appointed by the Minister to execute the duties in accordance with this Act and whose name is published in the Government Gazette.

“SEC Office” means the Office of the Securities and Exchange Commission.

“Secretary-General” means the Secretary-General of the Office of the Securities and Exchange Commission.

“Minister” means the Minister in charge of the enforcement of this Act.

SECTION 5.⁴ Unless otherwise specified by the provisions of this Act, the SEC, the Capital Market Supervisory Board, the SEC Office, the board of directors of the Securities Exchange, and the Securities Exchange shall issue the notification to the public specifying the period for consideration of the issuance of a license and granting of an
approval under this Act. In cases where an application for a license or for an approval is refused, the applicant shall also be notified of the reasons therefor.

SECTION 6.⁴ Where the signatures of the directors or registrar are required in securities certificates under this Act, the Capital Market Supervisory Board may specify that such signatures may be stamped by machine or by other means. In such event, the rules and procedures as specified in the notification of the Capital Market Supervisory Board must be complied with.

SECTION 7. The Minister of Finance shall be in charge of the enforcement of this Act and shall have the power to issue ministerial regulations and appoint competent officers to perform duties in accordance with this Act.

Such ministerial regulations shall come into force upon publication in the Government Gazette.

CHAPTER 1
SUPERVISION OF SECURITIES AND EXCHANGE
DIVISION 1
SECURITIES AND EXCHANGE COMMISSION

SECTION 8.⁴ A Securities and Exchange Commission hereby referred to as the “SEC” shall be established, comprising the Chairman appointed by the Cabinet upon recommendation of the Minister of Finance, the Permanent Secretary of the Ministry of Finance, the Permanent Secretary of the Ministry of Commerce and the Governor of the
Bank of Thailand and at least four but not exceeding six experts appointed through nomination in accordance with Section 31/7 as commissioners, among whom there shall be at least one legal expert, one accounting expert and one financial expert. The Secretary-General shall be a commissioner and the secretary of the SEC SECTION 9.4 The Chairman and each commissioner appointed in accordance with Section 8 shall be Thai nationals and shall not have the following prohibited characteristics:
(1) being an incompetent or quasi-incompetent person;
(2) being or having been a bankrupt;
(3) having been imprisoned by the judgment of a court which is final, regardless of whether the sentence has been suspended, except for the offences committed through negligence or minor offences;
(4) being or having been a political official or holding or having held any position in a political party unless having vacated such position not less than one year;
(5) being an officer or an employee of the SEC Office;
(6) being a manager or a person with power of management of the operation of securities business, the Securities Exchange, over-the-counter center, organization related to securities business, derivatives business, derivatives trading center, derivatives clearing house, derivatives regulatory association or any other companies which are under the supervision of the SEC, the Capital Market Supervisory Board or the SEC Office.

In case where any person having characteristics under (5) or (6) is appointed, the appointed person shall perform his duty only after his resignation from the position under (5) or (6), which shall be within thirty days from the date of appointment. If the appointed person fails to resign within the said period, it shall be deemed that such person has never been appointed as the Chairman or commissioner, under the circumstance of which there shall be appointment of another person as the Chairman or commissioner, as the case may be.

SECTION 10.⁴ The Chairman and each commissioner appointed in accordance with Section 8 shall hold office for a term of four years and may be re-appointed but shall not hold office for more than two consecutive terms.

Upon expiration of the term of office, the appointment of new Chairman and commissioners shall be made within sixty days. During the period when new Chairman or new commissioners, as the case may be, have not yet been appointed, the retiring Chairman or commissioners shall remain in office until their successors assume their duties.

SECTION 11.⁴ Apart from retirement upon expiration of the term of office under Section 10, the office of the Chairman and a commissioner appointed in accordance with Section 8 shall be vacated upon:
(1) death;
(2) resignation;
(3) reaching the age of seventy years;
(4) having the prohibited characteristics as provided in Section 9;
(5) termination by the Cabinet’s resolution upon recommendation of the Minister in cases of the Chairman or by the Minister’s order upon recommendation of the SEC which has passed a resolution with at least two-thirds of all commissioners in cases of a commissioner, provided that the resolution and the order shall state clear reason
therefor.

If the office of the Chairman or a commissioner is vacated prior to expiration of the term of office, the Cabinet may appoint another person to hold such office or the Minister may appoint another person to hold the office of such commissioner, as the case may be. The appointed Chairman or commissioner shall retain office for the remaining duration of the full term of the Chairman or commissioner whom he replaces.

SECTION 12. At least half of the commissioners of the SEC shall form a quorum.

If the Chairman of the SEC is not present at the meeting or cannot perform his duty, and if there is a Vice-Chairman, the Vice-Chairman present at the meeting shall be the Chairman of the meeting. If there is no Vice-Chairman or there is a Vice-Chairman who is not present at the meeting or cannot perform his duty, the commissioners present at the meeting shall elect one of the commissioners to be the Chairman of the meeting.

Decisions shall be made at the SEC meeting upon majority vote. Each commissioner is entitled to one vote. In the event of a tied vote, the Chairman of the meeting shall have a casting vote.

SECTION 13. Any commissioner who has an interest in the matter to be considered shall declare such interest and shall be prohibited from participating in such consideration.

Guidelines for consideration of the interest in accordance with the first paragraph shall be specified by the SEC.

SECTION 14. The SEC shall have the power and duty to formulate policies to promote and develop, as well as to supervise, matters concerning securities, securities businesses, the Securities Exchange, over-the-counter centers, and related businesses, organizations related to securities business, issue or offer of securities for sale to the public, acquisition of securities for business takeovers, and prevention of unfair securities trading practices. Such power shall include:
(1) the issuance of rules, regulations, notifications, orders, or directions under this Act;
(2) the determination of fees for application for an approval, application for obtaining a license, a license, or for operating the business as licensed;
(3) the issuance of rules relating to the duties of a sub-committee;
(4) the issuance of rules, orders and regulations relating to personnel, personnel relations system, placement, appointment, dismissal and discipline for personnel and employees of the SEC Office, the determination of salary and other remuneration as well as welfare and assistance;
(4/1)4 the prescription of a guideline for consideration of any potential issues which may arise from the enforcement of this Act.
(5) any other activities to be implemented according to the objectives of this Act. All rules, regulations, notifications, orders, or directions that are generally applicable shall come into force upon publication in the Government Gazette.

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