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 |