Bangkok--20 Mar--SET
The Stock Exchange of Thailand (SET)’s Board of Governors today amended requirements affecting listed companies’ audit committees. The number and qualifications of independent audit committees members must comply with Securities and Exchange Commission (SEC) rules, and roles and responsibilities must meet international standards regarding independence, conflicts of interest, and information disclosure.
The board’s amendments seek to reduce redundancy between SEC and SET roles. While SEC oversees the audit committee members’ qualifications, the Exchange will now supervise their roles and responsibilities, SET Executive Vice President and Board Secretary Mr. Suthichai Chitvanich said.
SET will clarify listed firms’ audit committees’ roles and responsibilities in four areas:
1) Independence of auditors and the firm’s internal audit: The internal audit unit should meet with the auditor at least once a year, without the presence of the management. This is to provide an opportunity for the auditors to comment confidentially on issues and approve the appointment, transfer and termination of personnel without management influence.
2) Consideration by audit committees of connected transactions or those which may involve conflicts of interest: Previously, committees were required only to ensure the accuracy and completeness of information disclosed. Now they must make certain that any connected transactions are in compliance with the related regulations.
3) New minimum requirements for audit committee reports: These include comments on the accuracy and reliability of financial reports, and adequacy of the internal audit system, to allow investors/shareholders to monitor audit committees’ fulfillment of responsibilities.
4) A new requirement to report to SET where an audit committee member resigns or is dismissed: This is to allow investors/shareholders access to information that may be relevant to corporate governance irregularities. In the meantime, resigning or dismissed audit committee members must give their reasons to SEC and SET.
“The Board’s view is that these changes will bring SET’s rules more into line those of SEC. Audit committees will now be able to work more effectively. On the other hand, the audit committees’ performance is enhanced because their roles and responsibilities are now both clearly defined and in line with international standards. All investors will gain from these improvements,” SET EVP added.
The amendments have undergone consultation with relevant parties including representatives from SEC, SET, Listed Companies Association, Investment Banking Club, Thai Investors Association and legal experts. The Exchange will now put them to SEC for approval. Meanwhile, SEC is amending its rules on audit committees’ qualifications.
For more information, please contact the Corporate Communications Dept.:
Ladawan Kantawong Tel: 0-2229-2036 / Sarinluck Jitkawong Tel: 0-2229-2037 /
Nattaporn Boonprapa Tel: 0-2229-2049 / Watsamon Saowakhonsathien Tel: 0-2229-2797