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Overview
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Board
 
As a representative of shareholders, the Board of Directors is in charge of defining company’s objectives, policies and directions as well as overseeing the company’s operation in accordance with the aforementioned to add economic values for the company and ensure the best interest for shareholders.
 
To be qualified as a director of a public company, a person shall have qualifications as specified in the Public Company Limited Act B.E. 2535 (1992) and perform duties with due care and integrity. All directors shall have equal duties and responsibilities as specified in the Public Company Limited Act B.E. 2535 (1992) and the Securities and Exchange Act B.E. 2535 (1992).
 
Independent Director
 
An independent director is a non-executive member and does not have a pecuniary relationship with the company. He or she must be independent from the major shareholders or a group of major shareholders and company’s executives. The Office of Securities and Exchange Commission requires that at least one third of the board be independent directors and fully possess characteristics as specified in the relevant Notifications of Capital Market Supervisory Board.
 
Independent directors are an important part of the oversight to promote good corporate governance and protect company’s and shareholders’ interest. It is also their role to support any policy that would benefit shareholders and to object any unfair decision to be made by the company. More information on the duties and responsibilities of independent directors is available in the Independent Directors Handbook.
 
Audit Committee
 
An Audit Committee​ consists of independent directors whose qualifications must comply with the SEC’s ​​specified rules. The members of an Audit Committee shall not be authorized directors or have controlling power over the company and at least one member shall have sufficient knowledge and experience in reviewing the reliability of financial statements.​
 
 
“Shareholders” are considered company’s owners who control the company indirectly by appointing the board of directors to be their representatives in overseeing the management for the best interest of the company.
 
The Public Limited Company Act B.E. 2535 (1992) specifies basic rights of shareholders, for example, the right to buy, sell or transfer shares, the right to obtain correct and adequate information, the right to receive dividends, the voting right at shareholders’ meetings, the right to grant proxy, the right to attend shareholders’ meetings, the right to make decisions on material transactions that may affect the company, e.g., capital increases and entire or partial merger and acquisition.
 
In addition, the Securities and Exchange Act B.E. 2535 (1992) specifies regulations on the roles of shareholders and measures for protecting shareholders’ rights, for example, the right to propose agenda prior to shareholders’ meetings. To exercise shareholders’ rights efficiently, shareholders/investors should study listed company’s profile and information, study shareholders handbook and guidelines, and assessment results to compare performances of the invested or targeted listed companies.  
 
“Institutional investors” play a vital role in the capital market as they hold a large portion of investment. In this regard, they can help to raise good governance in the market by investing in companies complying with good governance principles, social and environmental responsibilities, and anti-corruption policy.
 
Institutional investors, including the Association of Investment Management Companies, the Association of Securities Companies, the Thai Life Assurance Association, the Government Pension Fund and the Social Security Office, have jointly signed off the Declaration of Intent to set up mutual guidelines for ethical investment and other operational processes such as proxy voting. In addition to compliance with relevant laws and regulations, listed companies should study institutional investors’ ethical trading guidelines as reference for further developing the quality of their companies.
 

(1)   Company Secretary
The Company Secretary is appointed by the Board of Directors to provide advice and assistance to ensure compliance with the rules and regulations of the Securities and Exchange Commission, the Stock Exchange of Thailand, and other related laws and regulations under the Securities and Exchange Act B.E. 2535 (1992).
 
Aside from duties to the Board of Directors, the Company Secretary has an important role in communicating with shareholders to build a good relationship among the shareholders, the Board of Directors and the management. The Company Secretary also prepares shareholders’ meetings and provides company information to shareholders through such meetings. The Company Secretary, therefore, is one of the key elements driving good governance within listed companies.
 
The appointment of Company Secretary is at the discretion of the Board of Directors as there are no specific laws prescribing qualifications or criteria for such appointment. However, the Company Secretary should be selected from the candidates who have good understanding of the company’s business and are able to keep the Board of Directors, executives and shareholders well-informed by internal and external sources. Moreover, the Company Secretary should have legal backgrounds and are keen in regulations related to company’s business. International language proficiency and good interpersonal skills could also support productive communication and cooperation within and outside the company.  
 
For more information on the duties and responsibilities of Company Secretary, please see the Company Secretary Handbook. (Available in Thai only).
 
(2)   Financial Advisor
 
A Financial Advisor is a professional approved by the Securities and Exchange Commission to render financial advisory services, give opinions, prepare documents for public limited companies for such matters as issuance and offer for sale of securities, listing of securities, preparation of rehabilitation plans for non-performing listed companies.
 
Additionally, a Financial Advisor plays an important role in promoting good governance of listed companies by giving advice and laying out a framework or guidelines for good governance practices for listed and IPO companies. A Financial Advisor also has to monitor its clients’ implementation of such CG policy and assess the appropriateness of such policy.
 
A Financial Advisor should give advice to its clients, both listed and to be listed companies, by taking into account five key elements: (1) board structure, (2) company secretary, (3) board role, (4) investor relations, and (5) disclosure. A Financial Advisor should be knowledgeable of corporate governance practices in relation to such different matters.
 
(3)   Auditor
 
An Auditor is a professional who is registered and approved by the Federation of Accounting Professions in compliance with the Accounting Professions Act, B.E. 2547 (2004) to audit and certify accounting statements of companies and registered ordinary partnership according to Section 39 of the Revenue Code. To be able to certify the financial statements of an issuing company, an Auditor must obtain an approval from the SEC. See the SEC-Approved Auditor List.​

An Auditor has the duty to certify the financial statements of listed companies to be disclosed to shareholders. The financial statements of a company having good governance are likely to be certified with unqualified opinion. On the other hand, concerns of the auditor reflect doubts in the company’s questionable financial statements. An Auditor’s independence is also important to ensure transparency and reliability of certified financial statements. Therefore, the Securities and Exchange Commission requires that listed companies rotate their auditor every five accounting years.
 
CG-ROSC​ Assessment recommends that Thailand have rules prohibiting auditors from providing non-audit services to clients, for example, services relating to accounting, financial system design, internal auditing, legal and non-audit related advice, to enhance confidence and protect interest of investors. The recommendation is in line with the United States’s Sarbanes-Oxley Act 2002 (Section 201).

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