​​​​​​Financial reporting and audit oversight 

3. Monitoring on Financial Report of Business in Capital Market 

    3.1 Regulatory Summary for preparation and submission of financial statements

    3.2 Rules related to CFO and Chief Accountant

3.1 Regulatory Summary for preparation and submission of financial statements 

The financial statements and consolidated financial statements of the company shall be accurate and reliable, complying with the rules as specified in Section 56 of the Securities and Exchange Act and being audited or reviewed by an SEC-approved auditor.  

      3.1.1 Preparation and submission of financial statements for a public limited company applying for             an initial public offering (“IPO") ​

     The financial statements and the consolidated financial statements of the company for the most                 recent years, and the latest quarterly financial statements shall be accurate and reliable by way of:

• ​​Complying with the accounting standards for public limited companies and the rules as specified in Section 56 of the Securities and Exchange Act;

• Being audited or reviewed by an SEC-approved auditor. (List of the SEC-approved auditors)​;

• The auditor's report shall not have any of the following characteristics:

• ​​​​A disclaimer or an adverse opinion on the financial statements;

• A qualified opinion on any significant transaction that incompliance with accounting standards;

• An opinion that the auditing scope is limited by the company or the company's executives; ​

      3.1.2 Preparation and submission of financial statements for a listed company 
       The reporting period of time and conditions for submitting of financial statements for a Thai listed               company (a listed company) as follows; 

      General case

-  The review of 1^st, 2^nd**, and 3^rd quarterly financial statement shall be submitted within 45 days as from the end of each quarter.

-  The audited annual financial statement shall be submitted within 2 months as from the end of the accounting period.

      ​​​In case of submitting the review of 4^th quarterly financial statements prior to submitting audited     
      annual financial statements

- The review of 1^st, 2^nd**, 3^rd and 4t^h quarterly financial statement shall be submitted within 45 days as from the end of each quarter.

- The audited annual financial statement shall be submitted within 3 months as from the end of the accounting period.

Note: The symbol ** means either review of the 2^nd quarterly financial statement or  the audited annual financial statement for the 6 months could be chosen to submit.  In case of choosing to submit the audited annual financial statement for the 6 months, the issuer shall submit such financial statement within 2 months as from the end of the first half of the financial years.

The financial statements and the consolidated financial statements of a listed company shall be accurate and reliable by way of:

 

• ​Complying with the accounting standards for public limited companies and the rules as specified in Section 56 of the Securities and Exchange Act;

• Being audited or reviewed by an SEC-approved auditor. (List of the SEC-approved auditors)​;

• The auditor's report shall not have any of the following characteristics:

 

o   ​​A disclaimer or an adverse opinion on the financial statements;

o   ​A qualified opinion on any significant transaction that incompliance with accounting standards;

o   ​An opinion that the auditing scope is limited by the company or the company's executives;  ​

3.2 Rules related to CFO and Chief Accountant ​

       3.2.1 Qualification of CFO and Chief Accountant 

              The person assigned to the highest responsibility in Accounting and Finance (“CFO") and the person assigned to the direct responsibility of supervising accounting preparation (“Chief Accountant") are required to have an education qualification, work experience and training course in accounting knowledge. ​

      3.2.2 Orientation course in accounting and finance or Continuing development course in accounting knowledge for CFO and Chief Accountant ​

            A CFO and a chief accountant are required to complete an orientation course in accounting and finance or continuing development course in accounting knowledge.  The purpose of the provision is to ensure that CFOs and chief accountants will consistently enhance their knowledges and competency.  In this connection, the SEC issued a practice guideline in attending the training sessions as follows:

1. ​Number of hours for attending training courses

A CFO and a chief accountant are required to complete the following courses:

 

• ​​For a CFO
  
  

• ​A CFO is required to have attended an orientation course for not less than 12 hours before the company files an application for approval with the SEC;

• In the following years, the CFO is required to complete a continuing development course in accounting knowledge for not less than six hours per one calendar year.  In case of having attended the orientation course but no refresher course in accounting in the following years, the CFO is nevertheless required to complete a Continuing development course in accounting knowledge for a minimum of six hours before the date of filing an application for approval with the SEC.

• ​​​​For a Chief Accountant

• ​In case of a Thai company, a chief accountant must be a professional accountant charged with accounting duties with qualifications and conditions prescribed by the Notification of the Department of Business Development. In case of having attended a Continuing development course in accounting knowledge required by the Notification of the Department of Business Development, the chief accountant will be considered having fulfilled the condition of attending a refresher course in accounting as required by the SEC Notification No. TorJor.39/2559;  

• In case of a foreign company, a chief accountant is required to complete a Continuing development course in accounting knowledge for not less than six hours per calendar year.
  

2. A Scope of Training Course

The training course contents should cover essential knowledge beneficial for CFOs and chief accounts in carrying out their duties as follows:

 

• ​The orientation courses should cover duties of a CFO in relation to financial reporting,  financial report analysis, principles and impacts of accounting standards on financial reporting.  The relevant courses organized by official agencies related to the capital market including the Stock Exchange of Thailand, the Federation of Accounting  ​Profession under the Patronage of His Majesty the King, include the following:

• ​A course on “CFO Focus on Financial Reporting" organized by the Federation of Accounting Profession under the Patronage of His Majesty the King.  (The number of hours in attending this course before the effective date of the notification can count as a refresher course under the condition);

• A course on “Strategic CFO in Capital Markets" for the Module: CFO and Financial Information Management organized by Thailand Securities Institute (TSI) of the Stock Exchange of Thailand (The number of hours in attending such courses before the effective date of the notification can count as a refresher course under the condition);

• A course on “Strategic Financial Leadership Beyond Accounting: Strategies to improve performance and financial management for sustainable success" organized by the Thai Listed Company Association (The number of hours in attending this course before the effective date of the notification can be count as a refresher course under the condition);

• A course on “CFO's Orientation Course for New IPOs" organized by Thailand Securities Institute (TSI) of the Stock Exchange of Thailand (The number of hours in attending this course before the effective date of the notification can count as a refresher course under the condition);
  

• A course on “e-learning CFO's Orientation Course (English Version : for foreigners only)“ organized by Thailand Securities Institute (TSI) of the Stock Exchange of Thailand; 

• A course on “e-learning CFO's Orientation Course for New IPOs (Thai Version)" organized by Thailand Securities Institute (TSI) of the Stock Exchange of Thailand.

• ​​​​​​​The Continuing development course in accounting knowledge should cover principlesand impacts of the existing accounting standards or a newly developed accounting standards which are relevant to the business activities or which are anticipated to affectsfinancial reporting of the companies.  The relevant formats of the training are specified  as follows:

• ​​​Participation in training courses or seminars organized by the agencies recognized by the Federation of Accountant Professions as countable hours for attending a course for continuing professional development ( official hours attending CPD courses for book keepers or auditors relating to accounting), or in any such courses organized by the agencies related to the capital market such as the TSI of the Stock Exchange of Thailand, the Thai Institute of Directors and the Thai Listed Company Association;

• An in-house training course or seminar organized by the applicant company is required to cover topics of the principles accounting standards and the impacts on the business activities, or those standards which are anticipated to affect financial reporting of the company.  The course instructors/lecturers should have suitable knowledge and understanding in the topics of the training or have appropriate work or teaching experience in the subjects. The content and the number of hours of the courses must be reviewed and approved by the audit committee as relevant and beneficial to the company and are complying to the framework as specified.

                    Besides, participation as a lecturer or instructor in certain subjects in the courses under item continuing development course can count as official hours required under the condition of continuing development of accounting knowledge.