The interpretation of the “Executive” in relation to “person holding executive position in Accounting or Finance Department whose rank is not lower than departmental manager”​

Regarding the Notification of the Securities and Exchange Commission No. Kor Jor. 17/2557 Re: Determination of Definitions in Notifications relating to Issuance and Offer for Sale of Securities, dated December 15, 2008 (B.E. 2551), the definition of “executive" means  director, manager, or the first  four executives succeeding the manager and every person holding the position equivalent to the fourth rank including person holding executive position in Accounting or Finance Department whose rank is not lower than departmental manager.

The inquiry is on the interpretation of the term “person holding executive position in Accounting or Finance Department whose rank is not lower than departmental manager" as to whether it includes every person whose title is departmental manager. Specifically, if the CFO in some companies holds higher position than departmental manager and oversees the Accounting and Finance Department directly, whether or not the departmental manager of such companies should be considered as “executive".

In response to the aforesaid inquiry, the “person holding executive position in Accounting or Finance Department whose rank is not lower than departmental manager" should be considered as follows;

1. If the position of the “person holding executive position in Accounting or Finance Department whose rank is not lower than departmental manager" already falls within the scope of “the first four executives succeeding the manager and every person holding the position equivalent to the fourth rank", the departmental manager of such departments should not be considered as “executive".

2. In order to determine who is regarded as “person holding executive position in Accounting or Finance Department whose rank is not lower than departmental manager", the company shall consider from the responsibilities and duties prescribed in the assignment [of such particular person]. If such person is ranked below “the first four executive succeeding the manager [and every person holding the position equivalent to the fourth rank]" in more than one tier, such person and every person ranked in the higher tier is included as “person holding executive position in Accounting or Finance Department whose rank is not lower than departmental manager ".

For example, Manager Z is considered as the “person holding executive position in Accounting or Finance Department whose rank is not lower than departmental manager". Since this position is lower than “the first four executives succeeding the manager [and every person holding the position equivalent to the fourth rank]" by more than one tier, all higher-level-positions in the same hierarchy pillar must be considered as executive as well. Therefore, both Manager Z and Assistance CFO Y are regarded as “executives".  ​