Statistical Highlights Audit Committee Statement Report on Internal Control over Financial Statements Financial Statements Appellate Committee Arbitrators Sub-committees 2 3 4 6 8 11 21 27 30 34 41 50 58 70 76

Report on the Observance of Standards and Codes (ROSC) CORPORATE GOVERNANCE COUNTRY ASSESSMENT Thailand JANUARY 2013 Report on the Observance of Standards and Codes (ROSC) CORPORATE GOVERNANCE COUNTRY ASSESSMENT Thailand January 2013 Acknowledgements This assessment of corporate governance in Thailand has been prepared by David Robinett, Ratchada Anantavrasilpa, and Catherine Hickey of the World Bank Global Capital Markets Practice, as part of the Reports on Observance of Standards and Codes Pro...

Appellate Committee 70 Sub-committees 76 Other Committee and Steering Groups 78 Arbitrators 79 Procedure for Investigation of Possible Contraventions of the SEC Act and Criminal Action 81 Financial Statements

................................................................................................................... Arbitrators ................................................................................................................................ 2 3 5 8 11 13 21 24 30 33 37 42 51 57 65 76 81 86 89 95 110 111 116 2

OvER FiNANCiAl REpORTiNG 80 AudiT COMMiTTEE REpORT 2012 83 REpORT OF THE AudiTOR 104 SuB-COMMiTTEES 111 liST OF ARBiTRATORS CONTENTS SEC ANNUAL REPORT 20122 MESSAGE FROM THE CHAiRMAN T h e g l o b a l e

of the Auditor Sub-Committees List of Arbitrators 2 4 6 10 14 15 18 23 27 30 38 42 46 56 64 70 94 96 99 122 129 2 Message from the Chairman (Mr. Achporn Charuchinda) Chairman 3ANNUAL REPORT 2014THE

commercial and insolvency judges and professionals, (ii) the dissemination of insolvency legislation and judicial decisions, (iii) cooperation in cross-border insolvency cases.  Companies should establish

(Translation) PAGE 112 (Translation) Securities and Exchange Act B.E. 2535 (As Amended) _________________ BHUMIBOL ADULYADEJ, REX., Given on the 12th day of March B.E. 2535; Being the 47th Year of the Present Reign. His Majesty King Bhumibol Adulyadej is graciously pleased to proclaim that: Whereas it is expedient to enact a law on the securities and exchange; Be it, therefore, enacted by His Majesty the King, by and with the advice and consent of the National Legislative Assembly functioning as...

Governance of Publicly Traded Company - Definition (Section 89/1) - Qualifications and the removal of directors and executives (Section 89/3 - 89/6) - Duty and responsibility of directors and executives (Section 89/7 - 89/14) - Shareholders’ rights under Chapter 3/1 (Section 89/26, 89/28, 89/30) - Shareholder’s right to bring a derivative action and a private lawsuit against directors and executives (Section 89/18 - 89/20) - Criminal liability of directors and executives (Section 281/2, 281/3, 2...

(Translation) Securities and Exchange Act B.E. 2535 (As Amended) _________________ BHUMIBOL ADULYADEJ, REX., Given on the 12th day of March B.E. 2535; Being the 47th Year of the Present Reign. His Majesty King Bhumibol Adulyadej is graciously pleased to proclaim that: Whereas it is expedient to enact a law on the securities and exchange; Be it, therefore, enacted by His Majesty the King, by and with the advice and consent of the National Legislative Assembly functioning as both Houses of Parliam...