Going
Public
Guide
Matching Your Right Financial Opportunities : English
Version
Going
Public
Guide
This booklet explains the listing criteria and its process, applicable to both
The Stock Exchange of Thailand (SET) and Market for Alternative Investment (mai).
The Stock Exchange of Thailand
62 Ratchadapisek Road Klong Toey, Bangkok 10110
New Listing Department
tel: 0-2229-2222 fax: 0-2654-5596
website: www.set.or.th, www.mai.or.th
The Securities and Exchange Commission Thailand (SEC)
333/3 Vibhavadi-Rangsit Road Chomphon Chatuchak, Bangkok 10900
tel: 0-2695-9999
fax: 0-2695-9660
website: www.sec.or.th
Federation of Thai Capital Market Organizations (FETCO)
11th Flr. Room 1106 62 Ratchadapisek Road Klong Toey, Bangkok 10110
tel: 0-2229-2609
fax: 0-2654-7755
website: www.fetco.or.th
Thailand Listed Companies Association (TLCA)
8th Flr. 62 Ratchadapisek Road Klong Toey, Bangkok 10110
tel: 0-2229-2162-3
fax: 0-2654-5559
website: www.thailca.com
mai Listed Companies Association (maiA)
62 Ratchadapisek Road Klong Toey, Bangkok 10110
tel: 0-2654-5564
fax: -
website: -
Association of Thai Securities Companies (ASCO)
Lake Rajada Office Complex 2, 5th Floor 195/6 Rachadapisek Road, Klongtoey, Bangkok 10110
tel: 0-2264-0909
fax: 0-2661-8505-6
website: www.asco.or.th
Association of Investment Management Companies (AIMC)
Lake Rajada Office Complex 2, 3rd Floor 195/4 Rachadapisek Road, Klongtoey, Bangkok 10110
tel: 0-2264-0900-3
fax: 0-2264-0904
website: www.aimc.or.th
Federation of Accounting Professions (FAP)
133 Sukhumvit 21 Road, Wattana Dist., Bangkok 10110
tel: 0-2685-2500
fax: 0-2685-2501
website: www.fap.or.th
Table of Contents
Benefits of listing on the exchange
Going public: benefits to the company
Going public: benefits to shareholders
4
5
6
Preparation8
Prior to listing on the exchange
Listing process
8
9
Listing qualifications on The Stock Exchange of Thailand (SET) and 13
Market for Alternative Investment (mai)
General listing qualifications
Listing qualifications for infrastructure companies
Listing qualifications for holding companies
Listing qualifications for renewable energy businesses
Relaxation of listing requirements
Good governance
13
14
15
17
18
18
Listing expenses
19
Corporate governance
23
Independent Director and Audit Committee members
24
Internal control
26
Corporate secretaries
27
Public disclosure
28
Other statistics and information
SET and mai listing statistics
What SET provides to its listed companies
7
30
Benefits of listing on the
exchange
If your company’s key objectives are to achieve
sustainable growth and business continuity, listing can
help ensure these objectives be achieved successfully.
Business opportunity, expansion,
and sustainability
Listed companies have access to a long-term
funding source; allowing further financial flexibility
and also enhances reputation and credibility.
Flexibility, reputation, and credibility combined
will create opportunities which a listed status is
able to grant to businesses. Your business will become
more systematic and professional, attracting a
quality workforce as a result of being listed.
Benefits of going public
Becoming listed is not only beneficial to business and its shareholders but also to all stakeholders, which are
namely business partners, creditors, debtors, investors, capital market, and the economy. However, immediate benefits
are depicted on business and shareholders levels.
Going public: benefits to the company
1. Long-term funding source
2. Numerous funding methods for
effective financial management
Listing creates opportunities to connect with
investors via an initial public offering (IPO). Funds raised
via an IPO are free from repayment obligations, therefore
providing further financial flexibility.
Listed companies may issue various kinds of financial instruments - whether it is equity, debt, or a hybrid
of both, debentures, convertible bonds, warrants and
more. Innovative utilization of financial instruments will
enhance a company’s financial structure and maximize
effective financial management.
3. Reputation and credibility
4. Employee engagement and loyalty
Listed companies gain a certain level of recognition. They could improve their corporate image because
of their professional management, including adherence
to SET’s disclosure policies, creating trust and confidence among customers, financial institutions, investors, and partners. In addition, there will be increasing
business opportunities in attracting strategic partners
for expansion and sustainable growth.
A company’s human resources department is one
of the most important factors contributing to its success.
Giving employees the chance of ownership will boost
employees’ engagement and loyalty levels. Employers
may engage employees in variety of proven incentive
programs such as employee joint investment program
(EJIP) or an employee stock option program (ESOP).
5
5.Professionalism
6. Business sustainability
Once listed, the exchange requires listed companies to constantly disclose relevant information—including their news and activities, via SET’s communication
channels. Companies will get increasing publicity and
become attractive to a wider range of investors. As
such, management will uplift its standards, becoming
increasingly professional, and taking on more responsibility.
By being listed, the management of a family business will become more professional, and recruit professional managers to strengthen team. Future generation
family members can stay or leave the company to do
other businesses, while remaining shareholders. Thus
the business their forefathers have built will not be lost
and shall continue towards expansion and sustainability.
Going public: benefits to shareholders
1.Liquidity
2.Collateral
Listed companies will have higher liquidity than
before, characterized by level of trading activities, as
shares are exchanged from one person to another numerous times a day. All in all the market price should
reflect the real value of the business.
As securities are liquid and are based on trading
value; they are easily accepted as collaterals for loans
from financial institutions.
3.Leverage
4. Tax exemption on individual
shareholders’ capital gain
Credibility earned through vigorous tests and requirements from both the SEC and SET helps increase
trust in dealings with financial institutions. The company’s
negotiating power increases and it can also reduce its
collateral burden.
Capital gains on listed securities for individuals
are tax exempt. This is unlike unlisted securities, where
gains are not tax exempt and could be taxed under a
progressive structure that goes as high as 35%.
6
SET and mai listing statistics
SET has seen a continuous growth in number of listed companies, by the end of 2013,
there are 579 listed companies’ securities trading on the exchange.
Total number of listed companies on SET and mai
Number of newly - listed companies
Number of listed companies
70
579
60
50
40
30
20
0
1975
1976
1977
1978
1979
1980
1981
1982
1983
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
10
Newly-listed companies
Total listed companies
Source: SET
Dec 27, 2013
Remarks: Newly-listed and listed companies do not include property and infrastructure funds, or
companies undergoing re-structuring or change of name.
7
Preparation
Prior to listing on the
exchange
Procedure:
A company planning to list its securities on the exchange may take the following precautions before selecting
a designated financial advisor(s) by:

If necessary, replacing the company’s auditor with one approved by the SEC to audit the financial statements of the latest fiscal year prior to IPO filing;

Upgrading vigorous changes in the company’s accounting and internal control systems to meet the
standards;

Recruiting competent independent directors and audit committee members;

Preparing a clear business plan showing how funds raised by the IPO will be used to secure the company’s sustainable growth;

Arranging documents systematically in categories, making it convenient for the financial advisers to study
and prepare due diligence and other necessary documents for IPO filing.
After such preparations, the company may appoint financial advisor(s) to assist in re-structuring the company,
its business, capital and shareholding structures, as well as its IPO filing application preparation to be filed with the
SEC and the listing application to be submitted to the exchange. The company should appoint competent financial
advisor(s) who are dedicated and committed to the task as well as being able to satisfactorily work with the company.
8
Listing process
Step 1 Appoint financial advisor(s) and
auditor (if not appointed prior to this
point)
Duration: approximately 6 months - 1 year
The company shall select financial advisor(s)
approved by the SEC to assist in its IPO filing preparation.
The duties of the financial advisor are as follow:

Establishing listed-standard internal control system;

Conducting due diligence;

Re-structuring the company’s business,
equity and shareholding structures;

Preparing the company’s information for
IPO filing with the SEC as well as the listing
application with the exchange;

Distribute securities (if possess an underwriting license) or coordinate in acquiring
an underwriter(s) to help distribute securities;

Continue to assist the company for at least
another fiscal year, starting from its first
trading day on the exchange.
Step 2 Conversion of company limited
into public company limited
Duration: approximately 1 month
Prior to its IPO filing, a company limited is required
to officially convert to a public company limited—conforming to all laws regarding such status as well. Normally, the conversion process takes 1-2 months in order
for it to become effective. A legal advisor (can be an
in-house officer) will undertake relevant actions regarding
the conversion as well as consultation and advisory.
9
Steps for Conversion to a Public Company.
Private Company
The Board of Directors approves the
convening of an extraordinary/annual meeting
of shareholders (EGM/AGM);
Notices of the extraordinary meeting of
shareholders are sent out to shareholdes
and published in a newspaper;
No fewer than
14 days apart
The meeting approves the conversion
(3/4 of the total voting rights);
Within 7 days
Within 14 days
The existing board hands over the
business to the new board;
Agenda
- Approve the conversion
- Consider the memorandum of
association, including company
name, objectives, and capital
- Consider the articles of association,
elect directors and specify the
authority of directors
- Other (if any)
The conversion is registered with
Thai Minitry of Commerce.
Characteristics of a public company limited
Registration documents
According to the Public Company Limited
Act B.E. 2535, structure of a public company limited
needs to comply with the following provisions:
1. Complete application form(s),
2. Memorandum of Association (MOA),
3.Objectives,
4. Registration form,
5. The list of shareholders,
6. Annual report, copy of financial statement, and
copy of AGM/EGM meeting report,
7. Code of conduct,
8. Name reservation form (in case name was not
in Thai),
9. Power of attorney form (if any).
1. Number of shareholders: at least 15 or more
shareholders
2. Registered capital : no minimum
3. Paid-up capital : all shares are equal in
value and paid in full
4. Number of directors : at least 5 directors and
no less than half the
number of directors
must have Thai residency
10
Step 3 Applying for IPO and listing
Duration: approximately 2-3 months
After registration of the public company limited is completed; the financial advisor(s), as the agent(s) of the
company, will:
Submit IPO filing to the SEC. The IPO filing consists of three sets of documents, as follows:
1) Application for public offering;
2) Registration statement;
3)*Draft Prospectus.
 Submit an application for securities listing to the exchange.

At this stage, the SEC and the exchange will review the submitted documents and later schedule a visit to the company.
The company shall submit additional information requested by the SEC and should be able to provide adequate responds to
any inquiries. The SEC will further revise the IPO filing, which usually takes 45 days after having received all requested information. Upon receiving the SEC’s approval to IPO, the exchange will consider the company’s listing application on condition
that the company distributes its securities/shares to minority shareholders at/above the minimum allocation required by the
exchange.
Listing Process
Private Company
Financial Advisor
Public Limited Company
SEC
SET or mai
Filing is approved
Minimum share distribution
requirement
IPO
Distribution of shares
Submit relevant documents
and fee payment
Trade
*Note: changes can be made to the prospectus while the SEC considers the filing.
11
The SEC put emphasis on good governance with matters regarding shareholders for instance; management
must take into account shareholders rights. Moreover, management must understand its role and responsibilities
regarding its duties according to the Securities and Exchange Act B.E. 2535. Financial statements must comply with
relevant accounting standards and must be collated by SEC-approved auditor. Sensitive and appropriate information
must be disclosed to inform the public for instance; the company has not been pledged guilty of any wrongdoings,
no apparent history regarding compliance with the Securities and Exchange Act B.E. 2535, and/or a copy of annual
shareholders meeting report.
Once filing is approved by the SEC, the exchange will accept the company’s listing application on condition
that they must conform to the exchange’s shares distribution allocation requirements.
Step 4 Distribution of shares to the public
Step 5 Trading and listing on SET or mai
Duration: approximately 3-5 days
After having distributed shares to minority shareholders in accordance with the minimum allocation
requirement by SET or mai, SET/mai will start trading
securities. Prior to trading, the company must:
Upon obtaining approval to IPO and granted a
listing status on the exchange, it is obligatory that the
company distribute its securities/shares to minority
shareholders at/above the minimum requirement. The
company shall appoint underwriter(s) to assist in the
task of shares distributions.
There are two main methods of underwriting;


Firm underwriting: The underwriter must
distribute all securities. Failing to do so, the
underwriter shall buy all unsold/undistributed securities. This way, the company can
ensure that the full amount of capital can
be sought.
Best effort underwriting: The underwriter
uses its best efforts to sell/distribute as many
securities as possible. In case that underwriter is unable to distribute/sell all shares,
the underwriter does not need to buy the
unsold securities. Normally, the fee for this
method is lower than the firm underwriting.

Appoint a securities registrar by opening an
account with Thailand Securities Depository
Co., Ltd. (TSD);

Deposit securities in the amount required
by SET or mai with TSD;

Prepare all reports to be submitted to SET
after IPO; including statement of capital
issued by the Ministry of Commerce,
share distribution report and relevant fees
receipts;

Having received all relevant documents,
SET/mai will announce the listing of the
company’s securities.
In order to reduce the risk of price volatility due to market conditions, SET suggests that distributed shares
shall be traded soonest, such as within 4-5 working days from the last day of distribution.
12
Listing qualifications on SET and mai
SET and mai are committed to seek and to select potential companies to be listed on the exchange in order to
create confidence for investors. To obtain a listing status, a company must have a substantial track record, generates
revenues, and must be able to readily distribute its shares to the public. More importantly, such company must have
good corporate governance as well as pronounced credibility. A listed company must meet all of the following qualifications according to each exchange and listing test:
1. General listing qualifications for SET and mai
Code
Paid-up capital after IPO
Shareholders’ equity
Track record
Net profit/
market capitalization
The Stock Exchange of Thailand (SET) Market for Alternative Investment (mai)
Net Profit
Market Cap. Test
( ≥ THB 5 billion )
> THB 300 million
> THB 300 million
> THB 20 million
> THB 300 million
> THB 300 million
> THB 20 million
> 3 years
> 3 years
> 2 years
> 1 years
Market capitalization*
>THB 5 billion
Profit in most recent
year > 0
Market capitalization*
> THB 1 billion
+ accumulative results in
the most recent quarter > 0
Offering
Market Cap. Test
( ≥ THB 1 billion )
Total net profit in the latest
two or three years > THB
50 million
+ most recent year > THB
30 million
Same management
Free float
Net Profit
+ accumulative
results in the most
recent quarter > 0
> 1 year
> 1 year
Number of free float requirement
- No less than 1,000 shareholders
Percentage of free float requirement
- No less than 25% of paid-up capital (THB 300 million ≤
paid-up capital ≤ THB 3,000 million )
- No less than 20% of paid-up capital (paid-up capital >
THB 3,000 million )
Number of free float requirement
- No less than 300 shareholders
Percentage of free float requirement
- No less than 20% of paid-up capital
Paid-up capital < THB 500 million
- No less than 15% of paid-up capital
Paid-up capital ≥ THB 500 million
- No less than 10% of paid-up capital or no less than THB
75 million (whichever is higher)
No less than 15% of paid-up capital
*Note: Market Capitalization can be calculated by the following
(1) In case the applicant submits a listing application to SET within one year, counting from last day of its
public offering;
(2) In case that the applicant submits a listing application to SET after a year or more from the last date of its
public offering, the fair price determined by the financial advisor shall apply.
13
Silent period for general listing
Strategic shareholders* are not allowed to sell their respective shares in the following conditions:
Amount
: 55% of paid-up capital
Period
: 1 year after 1st trading day
Permissible sale : May sell 25% of silent period shares (55%) after shares have traded more than 6
months and may sell the rest after another 6 months
*Note: strategic shareholders


Executive directors, management, and relevant individuals;
Shareholders with >5% (including all related parties).
2. Listing qualifications for infrastructure companies
Infrastructures are vital components to growth and development of the national economy. The exchange
realizes the magnitude of these projects and encourages listing of such companies; via a fast-track listing process.
Track record of ≤ 3 years is allowed. While every other condition on the general listing still applies. However, to
minimize risk exposure of investors, the exchange requires such companies to comply with the following additional
qualifications:
Code
Project
(must fulfill at least one
requirement)
Requirements
- Received 20 years or more on project concession from either the public sector
or state enterprise with at least 15 years of concession remaining at listing application date;
- Has been approved by either the public sector or state enterprise;
- Possess contract of sale with public sector or state enterprise, in which such
contract guarantees steady revenue.
Source of financing
*Note:
Distinct and sufficient for operations
infrastructures include construction and/or system which are essential to growth and development of the
national economy






Electrical units generation and distribution
Waterworks and irrigation system
Road systems for public use and traffic control
Seaport and airport
Telecommunication system
Pollution control and/or prevention system
14
Silent period for infrastructure companies
Silent period requirements for infrastructure companies are as follow :
Having operating revenue from its main
business prior to listing application
Having no operating revenue from its main
business prior to listing application
Amount : 55% of paid-up capital
Amount : 55% of paid-up capital
Period : 3 years after 1st trading day
Period : Since its 1st trading day and 3 years after the
company obtains its operating revenue from its main
business
Permissible sale : May sell 20% of silent period shares
(55%) after shares have been traded for 1 year and may sell
20% of silent period shares at a time after every 6 months
Permissible sale : May sell 20% of silent period shares
(55%) a year after the company obtains its operating revenue from its main business and may sell 20% at a time
after every six months.
3. Listing qualifications for holding companies
Listing of holding companies structured to invest in other companies is becoming popular because:

Business tend to continuously grow because of the flexibility to expand into related or unrelated
businesses;

Affiliated companies are interested in listing their securities at the exchange in which will require
restructuring of which takes time, money, and effort;

When a company has affiliates operating different businesses in the same group, it may be difficult
to select which one to apply for listing.
The exchange has introduced listing qualification specially designed to accommodate the listing of holding
company, as follows:
15
Holding company
Core company
Holding company defined : Company mainly invests in
other companies with no significant revenue realized from
business operations
Core company defined : company limited or public company
limited which


Complies with all general listing requirements (exception—track record) Holding company must complied
with either profit or market capitalization test;
Invest in at least 1 core company by holding its shares
as if core company is its subsidiary or no less than 40%
if laws and/or regulations do not allow more in case of
public sector and/or state enterprise;

At least 1 year in operation under same management
team as that of core company (exception—financial
institution holding company and/or core company
engages in infrastructure projects);

Controlling interest in core company is proportionate
to shares held;

Not an investment company—defined by the SEC as
a company that does not invest in core businesses*
more than 25% of holding company’s net asset value
(calculation by the SEC);

Hold shares in a core company throughout its listed
status, however its core company may be changed 3
years after its 1st trading day.

Complied with all general listing requirements
(exception—free-float requirement and interdependent directors/audit committee);

Not a listed company;

Operating business;

Core company incorporated outside Thailand
(pension fund requirement is not compulsory).
*Note: Core business is defined as
1. Invest no less than 75% of its net asset value in either subsidiaries or affiliates in which the holding company has
invested in no less than 25% or both;
2. Invest in subsidiaries with no less than 25% of net asset value.
General listing requirements’ silent period is also applicable to holding companies.
16
4. Listing qualifications for renewable energy businesses*
Renewable energy business strengthens the Thai economy and support the sustainability of national energy
development. However, many projects struggle to raise fund for their initial investments due to many reasons. The
exchange seeks to promote the renewable energy initiative listing on the mai; therefore we have improved current
listing criteria with requirements of track record, market cap., and net profit to match the characteristics of renewable
energy businesses.
Requirements for renewable
energy business
Code
Paid-up capital
Shareholders’ equity
Free float
General listing requirements apply
Public offering
Agencies/ governance/ internal audit/
auditor/ pension fund
-
Net profit
Market capitalization
≥ THB 500 million
Track record
≥ 1 year from COD
≥ 1 year
Same management
 Amount : 55% of paid-up capital
Silent Period
 Period : 2 years after its 1st trading day
 Permissible sale : May sell 25% of silent period shares
(55%) after shares have been traded for at least 6
months and later 25% at a time every 6 months
*Note: renewable energy, according to The Energy Conservation Promotion Act B.E. 2535, renewable energy
business operations must revolve around energy that is re-usable and/or renewable i.e. energy from biomass,
hydropower, solar power, waste-to-energy, and wind power. Renewable energy business must prove to be
profitable in the long run by verifying effective sale contract (Power Purchase Agreement) between public
sector/state enterprise and the company or other verifiable sale contracts. Renewable energy business must
have been in operation for at least 1 year after its commercial operation date.
17
Relaxation of general listing requirements
SET may relax the following listing requirements if the listing of such company is beneficial and advantageous
to the Thai Capital Market—however, consideration is made on a case by case basis:
1.
2.
3.
4.
Paid-up capital
Distribution of shares
Track record
Financial status
Good governance

Instilled balance in management power, presence of the audit committee and independent directors will
ensure good governance. Moreover, a justifiable internal control system must be able to make certain
that management credibility and responsibilities can be validated;

No conflict of interest between management and major shareholders or between company and/or companies in which its shares are held by the same group of shareholders;

Financial statements are accountable by the SEC-approved auditor;

Financial advisor(s) is approved by the SEC.
18
Listing
expenses
Listing expenses comprise of two types of expenses, they are IPO initial expenses and annual expenses. IPO
initial expenses are financial advisor(s) fee, underwriter(s) fee, public relations expenses, and IPO prospectus printing
expenses.
While annual expenses include auditor fee, securities depository service fee, independent director/audit committee compensation, annual fee for the SEC and the exchange.
Expenses estimation:
1. Filing preparation
Financial advisor(s) fee
The costs depend on the complexity of each case, fee will be charged accordingly. The following are among the most popular methods used by financial
advisors:
 Lump sum
 Portion (%) of raised fund
 Percentage of completion
19
2. Application expenses
The Security and Exchange Commission

Application fee
: THB 50,000

Initial fee
: 0.08% of paid-up capital
 THB 30,000
 The rest (if any) is due when filing is approved
Annual fee

on first date of filing
: proportionate to shareholders’ equity
Shareholders’ equity (THB million)
Fee (THB)
< 500
50,000
500 – 1,000
100,000
> 1,000
300,000
Listing on the Stock Exchange of Thailand (SET)
Application fee :
THB 50,000
Initial fee :
Minimum THB 100,000
Maximum THB 3,000,000
0.05% of paid-up capital
Annual fee :
Minimum THB 50,000
Maximum THB 3,000,000
0.01 – 0.035% of paid-up capital
(at a regressive rate)
20
Listing on the Market for Alternative Investment (mai)
Application fee :
THB 25,000
Initial fee :
Minimum THB 50,000
Maximum THB 1,500,000
0.05% of paid-up capital
Annual fee :
Minimum THB 25,000
Maximum THB 1,500,000
0.02% of paid-up capital
Securities registrar service fee
Securities registrar service fee and paid-up capital are calculated at a regressive rate:
Paid-up capital
(THB million)
Fee calculated at for every THB
1 million of paid-up capital
Minimum fee (THB)
≤ 1,000
430
30,000
1,001 - 5,000
380
430,000
5,001 - 10,000
320
1,900,000
≥ 10,000
230
3,200,000
3. Underwriting expenses
Underwriters’ fee

The usual rate of which underwriters charge for underwriting securities is approximately 3% of raised
capital value.
21
4. Other expenses

The minimum expense for auditor is apx. THB 500,000;

IPO prospectus printing expense is apx. THB 100,000-300,000;

Public relations expenses.
5. Directors and management compensation
In 2012, The Exchange’s Corporate Governance Center (CG Center) compiled information on assessment of
directors and management compensation:
Number of Listed
Companies
Assessed in 2012*
2008
2009
2010
2011
2012
Directors
523
558,430
527,980
584,206
669,127
655,241
Executive directors
358
-
-
515,731
546,066
550,605
Non-executive directors
447
-
-
633,836
799,871
730,987
Chairperson (Board)
423
1,001,151
895,779
978,215
1,044,862
1,014,722
Audit committees
220
209,050
218,912
212,620
220,045
208,027
Chairperson (A/C)
202
269,638
266,596
280,535
255,483
271,128
Executives
462
3,367,438
3,564,679
3,884,658
4,156,458
4,434,509
Position
*Note: Average Compensation (Baht)
The number of listed companies assessed in 2012 was 533, minus 10 companies giving incomplete
information.
InfInformation categorized by financial status, industry/sector, revenue, and profit gathered
by SET’s CG Center are available at www.set.or.th/en/regulations/cg/cg/principle_p1.html.
22
Corporate
Governance
Corporate governance is a set of structures and processes of the relationship between a company’s board
of directors, its management and its shareholders to boost the company’s competitiveness, growth and long-term
shareholder value, taking into account the interests of company’s other stakeholders.
According to SET’s CG Center, the board of directors should ensure:
1. Rights of shareholders;
2. Equitable treatment for all shareholders;
3. Interests of other stakeholders;
4. Disclosure and transparency;
5. Roles and responsibilities of the board.
Information regarding corporate governance principles can be retrieved via http://www.set.or.th/en/regulations/cg/roles_p1.html.
23
Independent director (ID) and
Audit Committee (AC) members
Company applying for listing must have independent directors and an audit committee to represent minority
shareholders as an internal check and balance system:
ID/AC Composition


No less than 1/3 of board members need
to be independent directors , minimum
of 3;
ID/AC Qualifications

Must be non-executive director;

Holding no more than 1% shares
(including all related persons);

Having no management roles. Never been an
employee or consultant to the company unless
has quit the position in question for minimum
of two years as of the IPO filing date;

Having no business relationship with the
company including not providing professional
auditing services, unless has stopped those
relationships for a minimum of two years as of
IPO filing date;

Not related to management nor major
shareholders;

AC members are not board members of
other listed companies in the group.
No less than 3 members in the audit
committee, and 1 of which needs to have
expertise in finance.
Independent directors and audit committee must
possess qualifications specified by the SEC and must
be appointed from the board or shareholder’ meeting.
Moreover, they must be able to dedicate a sufficient
amount of time to perform their respective roles.
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Audit committee roles and responsibilities
Duties of the committee, prescribed by the board, are described in a committee charter—typically include:
 Reviewing the effectiveness of the company internal control system and internal audit as well as ensuring the units independence by authorizing unit head appointment and/or dismissal;

Reviewing the financial report and financial information of the company;

Examine, select, and present appointed auditor as well as considering compensation for the appointed
auditor at an annual meeting between Audit committee and appointed auditor excluding management;

Examine company’s public disclosure when related transaction(s) arises and/or any transaction that
may pose conflict of interests;

Supervising the internal examining unit;

Preparing AC/ID Report as part of the company Annual Report;

Make certain company discloses information regarding Audit committee dismissal prior to term—company may disclose such information directly to the SEC and SET.
Recommendations

Company should appoint independent directors and audit committee at least 3-6 months prior to its listing
application;

Board and AC members should attend Director Accreditation Program by the Thai IOD prior its filing;

Company should specifies independent directors and AC tenures such as 2-5 years;

Term renewal must be approved by the Board or at a shareholders’ meeting. An automatic renewal is not
advised;

Normally, the AC meets 4 times a year excluding times attending Board of Directors meetings. AC can
request other board’s members, management, internal auditors to attend meetings with specific agenda
items, such as the auditing plan, internal auditing, or financial review.
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Internal control
The two key considerations for internal control systems are:
1. Adequacy and effectiveness;
2. Ensures checks and balances in management. Clear authority and responsibilities with best practices,
in writing.
Internal control should:
1. Probe for weaknesses;
2. Evaluate management policies and control, ensuring there are checks and balances installed in various decision-making processes, making sure budget-approval processes are delegated in a transparent manner;
3. AC/ID opinion should be independent and conforms to the SEC regulations hence able to protect shareholder’s
rights;
4. Require a committed and comprehensive team ensuring internal control is efficient; also reports regularly to
the Audit Committee.
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Corporate secretaries
According to Securities and Exchange Act (No.4) B.E. 2551, Board of Directors must appoint a corporate secretary(s) via Board meeting or at a shareholders’ meeting. Responsibilities of a corporate secretary are as follows:
1. Prepare and keep documents
1.1 Directors’ registration;
1.2 Invitation to attend the board meetings, meeting minutes and annual reports;
1.3 Invitation letters to attend shareholder meetings and meeting minutes;
2. Collect reports for directors and management team on benefits and interests. Submit copies to chairman
of the board and AC chairman within 7 working days.
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Public disclosure
Listed companies compliance
Public disclosure is required to provide useful information to investors on a timely basis. The
exchange is obligated to provide all parties with the most efficient platform service with integrity
while delivering a fair trading system ensuring that investors have sufficient investing information. It
is of utmost importance that listed companies make immediate public disclosure of all information
concerning its affairs-enabling the public to make informed investment decisions. Listing and disclosure department at the exchange supervises and controls this task, following public disclosure
best practices.
Information to be disclosed
There are 2 types of public disclosure:
1. Periodic reports
2. Non-periodic reports
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Category and disclosure period
Periodic reports
Category
1. Annual financial report (audited)
3 months
2. Quarterly financial report (reviewed)
45 days
3. Annual report (56-2)
110 days
4. Annual registration statement (56-1)
3 months
*Note: Schedule (from end of financial period)
The annual registration statement (56-1) regards annually updated business fundamentals; originally
filed for IPO (69-1).
Non-periodic reports
Cetegory
Schedule
1. Price-sensitive information
 Disastrous incident;
 Out of business or partially;
 Change in nature of business;
 Increase and reduction of capital;
 Dividend payment decision;
 Acquiring other business or being acquired by other business.
Immediately
2. Informational for investors
 Change within Board of Director;
 Change in Memorandum of Association (MOA);
 Relocation of head office;
 Auditor change.
Within 3 days of the event
3. Records for the exchange
 List of major shareholders (first 10 names);
 Annual and Extraordinary General Meeting reports;
 Distribution of common shares.
Within 14 days of the event
Company must disclose information off trading hours and at least 1 hour before next trading session begins.
Company must disclose via electronic channel provided by the exchange and submit hard-copies of such information
as well. Disclosed information will be available on www.set.or.th, www.mai.or.th, and any other SET information
channels.
Prior to listing, SET conducts a disclosure training program for company representatives, covering disclosure
principles, guidelines, and reporting system.
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What SET provide to
its listed companies
1. Awards
SET and mai admire and help promote listed
companies that operate with good governance and
outstanding performance. SET presents various awards
annually to those management teams and listed companies well-deserved of high recognition i.e. awards
for distinguished performance, good governance, and
outstanding management.
SET Awards 2013
SET Awards 2013
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2. Networking
SET and mai promote networking among listed
companies by organizing bonding activities for top
executives of listed companies and related organizations,
both public and private sectors, to exchange views and
experiences, building strategic alliances, thus creating synergy.
Top Executives Lunc
heon Talk 2013
mai FANZI Club
3. Investor relations
Investor relations activities are promoted via SET’s effective media channels; reaching maximum number of
investors and/or potential investors. SET’s media channels are namely Money Channel, Money and Wealth Magazine,
Opportunity Day (listed companies are able to meet investors and present their business snapshots), Newsletter, and
other listed companies-based materials in collaboration with research departments of various securities houses.
Opportunity Day 2013
Money Channel
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4. Knowledge and business
opportunity
SET and mai continually organize seminars for
listed companies throughout the year. The topics are
selected to best suit the executives, especially the hot
issues.
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The Stock Exchange of Thailand Building
62 Ratchadapisek Road, Klongtoey Bangkok 10110, Thailand
Tel. 0 2229 2222 Fax 0 2654 5596
www.set.or.th www.mai.or.th