Bangkok, 14 March 2019 – The SEC is seeking public comments on the proposed rules and procedures for selecting and appointing persons to be directors of the Stock Exchange of Thailand (SET) Board of Directors to ensure that the qualified persons have essential knowledge and experiences for managing the SET and enhancing its stability, credibility and sustainable growth. Such qualified persons would also be required to perform duties as public independent director.
The SEC is proposing the rules and procedures under the draft Securities and Exchange Act (SEA) (No…) B.E. …., which has been considered by the National Legislative Council. The draft SEA prescribes that six directors of the SET Board of Directors would be appointed by the SEC Board, while four would be selected among the SET members. In appointing those six members, first of all, the SEC Board would issue a notification of rules related to the determination of types or characteristics of juristic persons or groups of persons entitled to propose persons to be selected as SET director, as well as the determination of knowledge and experiences of the persons qualified for the selection.
The SEC Board has laid out the criteria for selecting persons to be appointed as SET director by the SEC Board whereby juristic persons or groups of persons from several sectors who are involved in the capital market in material matters would be entitled to propose a list of suitable candidates for the SEC Board to select from. In so doing, the SEC Board would take into account the candidates’ possession of essential knowledge and experiences for managing the SET operation to ensure the SET stability, credibility and sustainable growth as well as their ability to perform the duties of public independent director.
To meet the objectives above, the SEC Board has drafted rules and procedures for the selection of the SET directors which contain important matters as follows:
(1) types or characteristics of the persons entitled to propose persons to be appointed as SET director, namely juristic persons whose role reflects representation of investors or fundraisers, the SET Board of Directors or juristic persons assigned by the SEC Board to be a self-regulated organization;
(2) diverse knowledge or experiences of the SET Board of Directors in five key areas, namely (a) business or marketing strategies, (b) risk management, (c) information technology, (d) business law, financial law and capital market law, and (e) international competition. Additional weight would be given to persons with knowledge and experiences related to SET businesses, securities business or financial business. Moreover, it would be taken into consideration whether the SET Board of Directors should consist of persons who have held the position of director or senior executive of companies whose securities are listed on the SET;
(3) Procedures for the selection and appointment of the SEC Board of Directors, which may include the appointment of a subcommittee to screen the candidates, and the selection would be through a confidential voting method whereby the candidates receiving the majority votes of the SEC Board members who attend the meeting would be selected to be director of the SET Board.
The consultation paper is available at www.sec.or.th/hearing. Stakeholders and interested parties are welcome to submit comments through the website, or email: jarun@sec.or.th or korpsak@sec.or.th or thitika@sec.or.th. The public hearing ends on 12 April 2019.
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Remark: the hearing documents (in Thai language only) are available at https://capital.sec.or.th/webapp/phs/upload/phs1552469161hearing-13-2562.pdf