Thailand Bond Market Guide - Personal File Sharing - Asian ...

ASEAN+3 Bond Market Guide | Volume 1 | Part 2
Section 10: Thailand Bond Market Guide
21
(2) Corporate Good Governance, and (3) Investor Protections— to raise the standard
of the Thai Capital Market to the international level.
The portion on “Investor Protections” includes:
(i) Proposed agenda items for shareholders’ meetings.
(ii) Sueing for damages from disclosure of falsified information.
(iii) Claim to disgorge ill-gotten benefits obtained by company directors or
management in bad faith.
(iv) Receiving reasonable litigation expenses from the company as ordered by the court.
(v) Directors and management of companies shall be provided with a clearer scope of
duties and liabilities.
7. The Trust for Transactions in Capital Market Act B.E. 2551 (2008)
The Trust for Transactions in Capital Market Act (Trust Act) came into effect on 16
April 2008. The objectives of the new Trust Act are to strengthen and to introduce
new investment alternatives to the Thai capital market. The Trust Act is summarized
as follows:
a. Characteristics of a Trust
A trust is a legal binding of three parties as follows:
(i) Settlor
A settlor under the Trust Act is limited only to a juristic person who is an issuer
of securities under SEC Act B.E. 2551 (2008) or an originator in a securitization
transaction, or as specified by the SEC.
(ii) Trustee
Licenses authorized by the SEC are required. Trustees can be commercial banks or
financial institutions, banks established under the specific laws, or other juristic
persons as specified by the SEC. A list of trustees who have been given an approval by
the SEC can be found in the SEC website. 16
(iii) Beneficiary
There is no restriction imposed on the type of person who can be classified as a
beneficiary. Also, the settlor and trustee can be a beneficiary. The Trust Act provides
that the interest of such settlor/beneficiary and trustee/beneficiary in the trust fund
must not exceed the limit specified by the SEC. Otherwise, the excess portion will be
shared among the other beneficiaries to that trust.
b. Types of Trusts
There are two types of trusts under the new Trust Act.
(i) Passive Trust
(a) Employee Stock Option Plan
(b) Derivative Warrant
16 Footnote 8. http://www.sec.or.th/securities_issuance/Content_0000000233.jspcategoryID=CAT00002
01&lang=en