Bangkok, 10 February 2021 – The Securities and Exchange Commission (SEC) is proposing a draft regulation for defining suspicious circumstances related to commission of offense and the procedure for obtaining facts related to such circumstances under Section 89/25* of the Securities and Exchange Act B.E. 2535 (1992) (SEA) to protect investors’ interest more effectively.
Pursuant to
Section 89/25 of the SEA, the auditor has the duty to report suspicious
circumstances that were found from the audit in accordance with
the auditing standards. SEC therefore proposes the principle and the draft regulation which would require the
auditor to report to the Audit Committee of securities company** or the Audit
Committee of listed company any suspicious circumstance that indicates that a director, manager or the person responsible for the operation of a
juristic person may have committed an offense under Section 89/25, for example, taking the assets of the
juristic person with dishonest intent, obtaining unlawful gains which
damages the juristic person, or altering, shortening or
falsifying documents.
In addition, SEC has prescribed a procedure for obtaining
facts relating to such circumstances to be in accordance
with the Code of Ethics for Professional Accountants
and Provisions of the Law on Professional Accountants, such as
the Thai Standards on Auditing (TSA) concerning the Auditor’s
Responsibility to Consider Fraud in an Audit of Financial
Statements and Consideration of Laws and Regulations in an Audit of
Financial Statements. (For more information on TSA, please visit: https://www.tfac.or.th/Article/Detail/119155 .)
The consultation
paper regarding this matter is available at https://www.sec.or.th/EN/Pages/PB_Detail.aspx?SECID=698 . Stakeholders and interested parties are welcome to give
comments and suggestions via the website or send an email to cholatip@sec.or.th or supavade@sec.or.th. The public hearing ends on 12 April 2021.
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*SECTION 89/25. In
auditing a securities company or a company in accordance with the auditing standards,
either as
the appointed auditor of such juristic person or as a person allowed to conduct
the audit work of such juristic person,
if the auditor discovers any suspicious circumstance that the director, manager
or any person responsible for the operation of such juristic person commits an
offence under the Paragraph 2 of Section 281/2, Section 305, Section 306,
Section 308, Section 309, Section 310, Section 311, Section 312 or Section 313,
the auditor shall inform the facts relating to such circumstance to the Audit Committee
of the securities company or the company in order to continue the inspection
without delay and the Audit Committee shall report the result of the preliminary
inspection to the SEC Office and the auditor within thirty days. In cases
where the Audit Committee fails to comply, the auditor shall report the
matter to the SEC Office. The suspicious circumstances that
must be reported and the procedures for obtaining facts relating to such
circumstances shall be in accordance with the Notification of the Capital
Market Supervisory Board.
**A
securities company that must appoint an audit committee in accordance
with the Notification of the Capital Market Supervisory Board