SECTION 14/1.⁴ The Audit Committee appointed by the SEC shall consist of at least three but not exceeding five committee members, among whom there shall be at least two committee members of the SEC who have been appointed by the Minister.

The Audit Committee shall appoint an officer of the SEC Office to be the secretary of the Audit Committee.

SECTION 14/2.⁴ The Audit Committee shall have the following powers and duties:
(1) re-examining and giving opinion to the SEC concerning the internal control system;
(2) reviewing the financial report and financial information of the SEC Office;
(3) coordinating with the Office of the Auditor General of Thailand in the matter of auditing financial statements;
(4) re-examining and reviewing compliance of rules;
(5) supervising the internal control unit;
(6) performing any other duties assigned by the SEC.

In executing the duties under the first paragraph, the Audit Committee shall report to the SEC.

SECTION 15.⁴ The SEC shall have the power to appoint a sub-committee to perform any matter as assigned by the SEC.

The provisions of Section 12 shall apply to the meeting of the sub-committee mutatis mutandis.

SECTION 16. The Chairman, commissioners of the SEC as well as members of sub-committees shall receive remuneration as specified by the Minister. The remuneration shall be deemed as expenses for the operation of the SEC Office.

DIVISION 1/1
THE CAPITAL MARKET SUPERVISORY BOARD⁴

SECTION 16/1. The Capital Market Supervisory Board shall be established, comprising the Secretary-General as Chairman, a Deputy Secretary-General assigned by the Secretary-General, the Director-General or a Deputy Director-General of the Fiscal Policy Office assigned by the Director-General and not exceeding four experts appointed as board members by the Minister through nomination in accordance with Section 31/7; in this regard, there shall be at least two persons having experience in managing the company whose securities are listed on the Securities Exchange or the securities company.

The Secretary-General shall appoint an officer of the SEC Office to be the secretary of the Capital Market Supervisory Board.

SECTION 16/2. Each board member appointed by the Minister shall be Thai national and shall not possess any prohibited characteristics in accordance with Section 9 and shall not be director, manager, person with power of management, officer, employee, advisor or any other positions 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 supervision of the SEC, the Capital Market Supervisory Board or the SEC Office.

Any board member appointed by the Minister who has the prohibited characteristics as provided in Section 9(5) or under the first paragraph shall resign from a position as provided in Section 9(5) or under the first paragraph, as the case may 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 board member, under which circumstance there shall be appointment of another person as the board member.

SECTION 16/3. Any board member appointed by the Minister in accordance with Section 16/1 shall hold office for a term of four years and the board members who retire upon expiration of the term of office may be reappointed but shall not hold office for more than two consecutive terms. When two years of the first term of office have elapsed, half of the board members shall be retired by means of drawing lots. Retirement from the office by means of drawing lots shall be deemed retirement upon expiration of the term of office.

Upon expiration of the term of office of board members, the Chairman of the SEC and the Secretary-General shall jointly propose a list of experts to the Selection Committee within sixty days for operating in accordance with Section 31/7; in this regard, the retiring board members shall remain in office until their successors assume their duties.

The provisions of Section 12 and Section 13 shall apply to the meeting of the Capital Market Supervisory Board mutatis mutandis.

SECTION 16/4. Apart from the retirement upon expiration of the term of office, board members under Section 16/1 shall vacate their office upon:
(1) death;
(2) resignation;
(3) reaching the age of seventy years;
(4) termination by the Minister’s order upon recommendation of the SEC which has passed a resolution with at least two-thirds of all board members, provided that the resolution and the order shall state clear reason therefor;
(5) having the prohibited characteristics as provided in Section 16/2.

If the office of a board member appointed by the Minister is vacated prior to expiration of the term of office, the Minister may appoint another person to hold the office of such board member. The appointed board member shall retain office for the remaining duration of the full term of the board member whom he replaces.

SECTION 16/5. The board members of the Capital Market Supervisory Board shall prepare reports to the SEC Office on their securities holding as well as the holdings of securities by his spouse and minor children in accordance with the rules and period as specified in the notification of the SEC.

SECTION 16/6. The Capital Market Supervisory Board shall have the power and duty to perform any other acts under the provisions of this Act or other laws and shall be responsible to the SEC.

The power and duty of the Capital Market Supervisory Board under the first paragraph shall include:
(1) issuance of rules, regulations, notifications, orders or directions on securities business, issuance and offering of securities, Securities Exchange, securities depository center, clearing house, securities registrar, any association related to securities business and the acquisition of securities for business takeovers;
(2) reporting the results of business performance sporadically to the SEC in accordance with the rules, conditions and procedures as specified by the SEC;
(3) any other activities as assigned by the SEC or any other activities to be implemented according to the objectives of this Act.

SECTION 16/7. The Capital Market Supervisory Board shall have the power to appoint a sub-committee to perform any matter as assigned by the Capital Market Supervisory Board.

The provisions of Section 12 shall apply to the meeting of the sub-committee mutatis mutandis.

SECTION 16/8. The board members of the Capital Market Supervisory Board and the sub-committee shall receive remuneration as specified by the SEC. The remuneration shall be deemed as expenses for the operation of the SEC Office.

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