Protecting Investors


This section discusses the rights and protection of investors when investing in publicly traded and listed companies. Regulations for protecting minority shareholders usually centre around disclosure of information, director accountability and practices on related-party transactions, shareholder participation, good governance and other safeguards for investors.

Useful Information for Investor Protection:

event__image_1


Select your options

Financial Statements

event__image_1

Important information showing the financial position and performance of the business
Conditions
  • To be submitted according to the disclosure calendar
  • Must be audited by certified auditors in SEC's approved list
Type of Information
  • Quarterly Financial Statements
  • Yearly Financial Statements

Last updated 17 May 2015


Source :
SET: Rules divided by information disclosure category link
SEC: Financial statement & report under Section 56 link
DBD: Public Limited Companies Act B.E. 2535 link
SEC: Securities and Exchange Act B.E. 2535 link

Annual Registration Statement

event__image_1

Basic information that investors need to know about the company, such as nature of business, management structure, shareholder information, financial position, operating results, risks, including information on transactions that may have conflict of interest.

Conditions
  • Submit to the SEC within 3 months after the end of the accounting period

Type of Information
  • Annual Registration Statement (F 56 - 1)

Last updated 17 May 2015


Source :
SET : Disclosure Guideline for Listed Companies Management link
SEC : Annual Registration Statement (Form 56-1) link
DBD: Public Limited Companies Act B.E. 2535 link
SEC: Securities and Exchange Act B.E. 2535 link

Annual Report

event__image_1

Information showing operating results and financial position of the company, including major changes in the past year, and information on transactions that may have conflict of interest

Conditions
  • Submit to shareholders together with the shareholder meeting invitation letter (Meeting must be held within 4 months from the end of the accounting period)
  • Submit to SEC no later than the date submitted to shareholders and within 4 months from the end of the accounting period

Type of Information
  • Annual Report (F 56 - 2)

Last updated 17 May 2015


Source :
SET : Periodic Information Disclosure link
DBD: Public Limited Companies Act B.E. 2535 link
SEC: Securities and Exchange Act B.E. 2535 link

News on Changes / Major Transactions

event__image_1

Conditions
  1. All related-party transaction must be reported to the board of directors.
  2. Major transactions and events must be reported to the SEC without delay.
  3. Shareholder approval must be obtained for transactions under the Public Company Business Act before the transaction is executed. Related shareholders will not have the right to vote.
  4. All major transactions must be disclosed to the public, SET or shareholders.
  5. Independent inspectors, such as auditors and financial advisors should review the transaction and provide their opinions before execution.
Type of Information
Major changes that affect the stock price, such as
  • Buying / Selling of major assets
  • Issuance of shares / instruments to raise capital
  • Reorganization
  • Take overs
  • Seize of operations
  • Changes in business / management

    Last updated 17 May 2015


    Source :
    SET : Information for Listed Companies link
    DBD: Public Limited Companies Act B.E. 2535 link
    SEC: Securities and Exchange Act B.E. 2535 link

    Select your options

    Directors Liability

    Shareholders may hold directors liable in the case of related-party transactions as follows:


    event__image_1

    Less than 10% of shareholders may file a lawsuit on behalf of themselves or the company for damage caused by business transaction.
     
    event__image_2

    Shareholders may hold Directors liable for the damage from a business transaction if it is due to director's negligence and breach of fiduciary duties.

    event__image_3

    Shareholders can hold members of the approving body of the business transaction liable for the damage or unfairness caused to the shareholders.

    event__image_4

    The court can void transactions that cause damages to the shareholders as a result of Directors's breach of duty.

    event__image_5

    Directors need to pay for damages for the harm caused to the company upon a successful claim by the shareholder.

    event__image_6

    Directors need to repay the profits made from the transaction upon a successful claim by the shareholder.

    event__image_7

    Fines and Imprisonment can be applied against directors.

    Last updated 17 May 2015


    Source :
    SEC: Plan Prepare and Plan Administrator (Form 59) link
    DBD: Public Limited Companies Act B.E. 2535 link
    SEC: Securities and Exchange Act B.E. 2535 link

    Select your options

    Ease of Shareholder Suits

    Shareholders have the following rights:


    event__image_1
    A shareholder may request to examine the company's balance sheet, income statement and auditor's report.

    event__image_2

    At least 20% of shareholders may request the registrar to appoint an inspector to investigate a business transaction.

    event__image_3

    The shareholder plaintiff may request for access to documents by requesting for a court order for submission of documents from the defendant and the witness.

    event__image_4

    Shareholders may request for documents from the defendant by specifying the documents or type of documents in the list of witness.

    event__image_5

    Shareholders may question the defendant and witness during trial.

    event__image_6

    The level of proof required for civil suits is lower than that of criminal cases.

    Last updated 17 May 2015


    Source :
    SEC : Director’s Handbook link
    DBD: Public Limited Companies Act B.E. 2535 link
    LED: Act Amending The Civil Procedure Code (No. 30) B.E. 2560 link

    Select your options

    Governance structure

    event__image_1

    • Public Limited Companies issuing new shares to the public must appoint independent directors and auditors as required by law.
    • The chairman of the board of directors and the managing director have separate roles and responsibilities and should be separate persons according to the Principles of Good Corporate Governance for Listed Companies 2012.
    • Major transaction must be approved in the shareholder meeting, unless under exceptional cases.

    Last updated 17 May 2015


    Source :
    SEC : Corporate Governance Code 2017 link
    DBD: Public Limited Companies Act B.E. 2535 link
    SEC: Securities and Exchange Act B.E. 2535 link
    SET: The Principles of Good CorporateGovernance for Listed Companies link

    Safeguards

    event__image_1

    • Changes of voting rights must be approved by the shareholder meeting.
    • In the case of takeover where the acquirer acquires at least 25% of the shares, a tender offer must be proposed.
    • Share blocking is only permitted to protect the company's interest or to keep the proportion between local and foreign shareholders.
    • Cross-shareholding is allowed only according to SEC's regulation, and prohibited in the case of cross-shareholding between parent and subsidiary company.

    Last updated 17 May 2015


    Source :
    SET : Corporate Governance and Firm Performance: the Case of Thailand link
    DBD: Public Limited Companies Act B.E. 2535 link
    SET: The Principles of Good CorporateGovernance for Listed Companies link
    SEC: Securities and Exchange Act B.E. 2535 link

    Enquiries

    Send us your enquiries for comprehensive information on doing business, and assistance to facilitate your investment in Thailand.
    Contact Us