Listing applications must be filed through an authorized financial advisor who is a registered finance and/or securities company or a financial institution, approved by the SEC to operate as a financial advisor.

The responsibilities and duties of a financial advisor are to:

• advise applicant companies regarding required business restructuring.
• prepare and submit required documents and coordinate such activities with SET.
• Inform the applicant's management about SET's rules and regulations governing listing and delisting of securities.
• perform due diligence.
• ensure that the applicant discloses all required information to the Exchange.
• advise and monitor the performance of the applicant company for one year following the securities' listing.

The audit committee plays an important role in ensuring good corporate governance. The composition of the committee and qualifications of audit committee members are listed below. The committee:

• must consist of at least three directors, with at least one member having financial and accounting knowledge.
• must be appointed by the board of directors and shareholders.
• must not have as members a non-executive director, an executive officer, an employee or an advisor who receives a regular salary from the applicant.
• must be free of any financial or other interest in the company's management and business.
• must not be holding shares exceeding five per cent (including shares held by persons related to audit committee members) of the paid-up capital of the listed company.

A list of approved directors is available at www.sec.or.th

Functions and responsibilities of the audit committee

• The audit committee is responsible to the board of directors for the functions assigned to it by the board.
• The scope of the audit committee's activities is as follows:
  • Review the sufficiency, credibility and objectivity of the listed company's financial reports.
  • Review the adequacy and effectiveness of internal control systems and internal audit functions.
  • Consider and advise on the appointment of external auditors.
  • Review compliance with relevant laws.
  • Consider compliance in regard to disclosures concerning all connected transactions or conflicts of interest.
  • Handle any other matters assigned by the board of directors.
  • Report the committee's activities in the company's annual report.
• The audit committee must report any changes in its functions to the Exchange.

The applicant should designate Thailand Securities Depository Co., Ltd. (TSD) or a person approved by the Exchange to act as its securities registrar.

The silent period extends for one year after listing. Those who meet the criteria for strategic shareholders are not allowed to sell their shares totaling 55% or more of paid-up capital after the IPO. They are permitted to sell a maximum of 25% only of the locked-up shares after six months.

Relaxation of silent period rule in the case of a secondary listing

In case of a secondary listing, companies are exempted from the silent period rule provided they comply with the silent period rules of the relevant foreign exchanges.