DIVISION 3
THE SELECTION COMMITTEE4
SECTION 31/3. In cases where it is necessary to appoint commissioners in the SEC or
board members in the Capital Market Supervisory Board, the Minister shall appoint the
Selection Committee comprising seven committee members to select experts to be
committee members of the SEC or board members in the Capital Market Supervisory
Board.
The Selection committee members under the first paragraph shall be appointed from the
persons having been in the positions of Permanent Secretary of the Ministry of Finance,
Permanent Secretary of the Ministry of Commerce, Secretary-General of the Council of
State, Secretary-General of the Office of the National Economic and Social Development
Board, Governor of the Bank of Thailand, Secretary-General of the SEC Office or
commissioners in the SEC.
The Selection committee members shall not be political official, member of the House of
Representatives or member of the Senate and shall not have benefits or interest in
materiality in the matter of performing in accordance with this Act during their
appointment and performance of their duty.
The Selection Committee under the first paragraph shall elect a committee member to be
the Chairman of the Selection Committee.
The Selection committees member shall receive remuneration from the SEC Office as
specified by the Minister. The remuneration shall be deemed as expenses for the operation
of the SEC Office.
SECTION 31/4. The Selection Committee shall prescribe rules governing the proposal
of names, consideration and selection of commissioners in the SEC or board members in
the Capital Market Supervisory Board within thirty days from the date of appointment.
The rules shall at least require specific information concerning knowledge and experience
of the experts to be nominated which are beneficial to the proposed position and shall be
sufficient for the Selection Committee to consider nomination of such experts.
The rules under the first paragraph shall be approved by the Minister and shall continue to
be in effect even though the Selection Committee which prescribes such rules have been
vacated its office.
Amendment or cancellation of the rules or issuance of new rules may be made only by the
resolution of the Selection Committee with at least two-thirds of all committee members
and shall be in effect upon approval of the Minister.
The Selection Committee shall make the rule so prescribed under this Section available for
public access.
SECTION 31/5. The Selection Committee shall vacate its office when the selection
process and the appointment of commissioners in the SEC or the board member in the
Capital Market Supervisory Board have been completed as specified in the mission upon
appointment of the Selection Committee.
SECTION 31/6. At least two-thirds of the committee members of the Selection
Committee shall form a quorum.
The provisions of Section 12 shall apply to the meeting of the Selection Committee
mutatis mutandis.
SECTION 31/7. In nominating commissioners or board members, the Chairman of the
SEC and the ex officio commissioners in cases of the SEC or the Chairman of the SEC and
the Secretary-General in cases of the Capital Market Supervisory Board, shall jointly
propose to the Selection Committee a list of experts comprising two times the number of
commissioners or board members to be appointed. After the Selection Committee has
considered the experts qualified to be appointed as the commissioners, it shall propose the
names of the selected persons to the Minister for issuance of the order of appointment.
In cases where the Selection Committee does not approve the nominated experts under the
first paragraph, the Selection Committee shall have the power to require that a new list of
experts be proposed.
CHAPTER 2
ISSUANCE OF SECURITIES
DIVISION 1
APPROVAL FOR THE OFFERING OF NEWLY ISSUED SECURITIES
SECTION 32. No promoter of a public limited company shall offer newly issued shares
for sale to the public or other persons unless having obtained an approval from the
SEC Office and having complied with Section 65.
The application for approval under the first paragraph shall be made when such promoter has
registered the memorandum of association in accordance with the law relating to public
limited companies.
SECTION 33.4 No company shall offer for sale newly issued securities in the category of
shares, debentures, bills, certificates representing the rights to purchase shares, certificates
representing the rights to purchase debentures, and other securities as specified by the SEC,
unless such offering:
(1) falls under Section 63;
(2) has obtained an approval from the SEC Office and complied with Section 65 or
(3) is an offer for sale of newly issued securities by a public company limited and is
made entirely to its shareholders in proportion of their existing shareholding and in
consideration of full payment for value offered.
SECTION 34.4 Offer for sale of newly issued shares by a limited company under the Civil
and Commercial Code, regardless of whether it is made by the limited company issuing such
shares or by shareholders of such limited company, shall not be made in the form of general
offering or to the public at large unless it is exempted or complies with rules, conditions and
procedures as specified in the notification of the Capital Market Supervisory Board.
SECTION 35.4 The application for the offering of newly issued securities and its approval
under Section 32, Section 33 and Section 34 shall be in accordance with the rules, conditions
and procedures as specified in the notification of the Capital Market Supervisory Board. In
such event, the Capital Market Supervisory Board may specify the details of the following
matters:
(1) debt to equity ratio;
(2) period for the offering for sale of securities;
(3) subscription, underwriting and distribution of securities;
(4) acceptance of payment and delivery of securities;
(5) custody and arrangement concerning the payment for the subscription of securities;
(6) any other conditions necessary to protect the public interest.
SECTION 36. In considering the application for approval, the SEC Office shall notify the
applicant of the result within forty-five days from the date of receipt of the application
together with the correct and complete documents in accordance with Section 35.
SECTION 37. The provisions of the Civil and Commercial Code prohibiting the issuance
of debentures by a limited company shall not apply to a limited company which has been
granted an approval to issue debentures in accordance with Section 34.
SECTION 38. Section 654 of the Civil and Commercial Code shall not apply to securities
in the category of debentures and bills which may be offered for sale in accordance with
Section 33 and Section 34.
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4. indicated amendment by the Securities and Exchange Act (No. 4) B.E. 2551 |
