SECTION 89/17. A company shall arrange a system for safekeeping of documents and
evidence in relation to disclosure of information under Section 89/20, and monitor
safekeeping of such documents or evidence for its accuracy and completion as well as
availability for inspection for the period not less than five years from the date of producing
such documents or information.
Safekeeping of the documents and evidence under the first paragraph shall include
safekeeping by means of a computer system or any other systems which allow
retrievability without any change of information.
SECTION 89/18. In addition to the action brought against a director under Section 85
and Section 86 of the Public Limited Companies Act B.E. 2535, in cases where the
director acts or omits to act in such a way that constitute non-compliance with
Section 89/7 which causes the director, the executive or the related person to obtain undue
benefits, the company may bring an action against the director for disgorgement of such
benefits to the company.
In cases where a shareholder or shareholders who hold shares and have the right to vote
amounting to not less than five percent of the total number of voting rights of the company
have issue a written notice directing the company to bring the action under the first
paragraph and the company fails to proceed as directed within one month from the date of
the notice, such shareholder or shareholders may bring an action for disgorgement of
benefits under the first paragraph on behalf of the company.
to order the company to be a party in the case.
SECTION 89/19. The provision of Section 89/18 shall apply to the case against an
executive to act or omit to act in such a way that constitute non-compliance with his duty
under Section 89/7 or to disgorge undue benefits obtained by him or the director or related
person, mutatis mutandis.
SECTION 89/20. The directors and the executives shall be jointly liable to a person
who traded securities of the company for any damages arising from disclosure of
information to shareholders or the public which contains a false statement or concealing
material facts which should have been stated in the following cases, unless the directors or
the executives can prove that, by his position, he could not have been aware of the
truthfulness of information or lack of information which should have been stated:
(1) providing information in support of seeking a resolution of the shareholders’ meeting;
(2) financial statements and reports concerning the financial condition and the
business operation of the company or any other reports required to be disclosed
under Section 56, Section 57, Section 58 or Section 199;
(3) an opinion of the business when a person makes a general tender offer to
purchase shares from shareholders;
(4) providing information or any other reports in relation to the business prepared by
the company for the purpose of disclosure to shareholders or the public as
specified in the notification of the Capital Market Supervisory Board.
In bringing an action to claim for the damages under the first paragraph, no action shall be
brought to the court upon lapse of two years from the date on which the injured person has
been aware of the disclosure of a false statement or the concealment of facts under the first
paragraph or five years from the date on which such act has been committed.
SECTION 89/21. Any director or executive who acts or omits to act in bad faith or with
gross negligence which causes damage to the company or causes the company to lose
benefits that should have obtained, shall not be allowed to make use of an approval or
ratification by the shareholders’ meeting or the board of directors in order to release him
The act or omission to act under the first paragraph shall include the following cases:
(1) request of a resolution of the board of directors or the shareholders’ meeting by
presenting a false statement or concealing material facts which should have been
(2) cases relevant to misappropriation of assets or benefits of the company;
(3) cases relevant to exploiting assets of the company for benefit.
SECTION 89/22. The provisions in relation to duties and responsibilities of director and
executive under Section 89/7 to Section 89/21 including the related penalty provisions
shall apply mutatis mutandis to the following persons:
(1) interim executive, planner, plan administrator and interim plan administrator under
the law on bankruptcy. In cases where such person is a juristic person, it shall
include relevant directors and executives of such juristic person;
SECTION 89/23. A company secretary shall perform his duty under Section 89/15 with
care and responsibility and in good faith as well as in compliance with all laws, the
objectives, the articles of association of the company, and the resolutions of the board of
directors and the shareholders’ meeting, and for this purpose the provisions of the second
paragraph of Section 89/8, Section 89/10, Section 89/11(2) and (3), and Section 89/18
shall apply mutatis mutandis.
SECTION 89/24. The provisions of Section 89/7, Section 89/8, Section 89/9 and
Section 89/10 including related penalty provisions shall apply mutatis mutandis to the
performance of directors and executives of the subsidiary.
The provisions of the first paragraph shall apply mutatis mutandis to the persons referred
to in Section 89/22(1) and (2) of the subsidiary.
SECTION 89/25. In auditing a securities company or a company in accordance with the
accounting standards, either as the appointed auditor of such juristic person or as a person
allowed to conduct the audit work of such juristic person, if the auditor discovers any
suspicious circumstance that the director, manager or any person responsible for the
operation of such juristic person commits an offence under the second paragraph of
Section 281/2, Section 305, Section 306, Section 308, Section 309, Section 310,
Section 311, Section 312 or Section 313, the auditor shall inform the facts relating to such
circumstance to the audit committee of the securities company or the company in order to
continue the inspection without delay and the audit committee shall report the result of
preliminary inspection to the SEC Office and the auditor within thirty days.
In cases where the audit committee fails to comply with the first paragraph, the auditor shall
report the matter to the SEC Office.
Suspicious circumstances that shall be informed under the first paragraph and the
procedures for acquiring the facts relating to such circumstances shall comply with the
notification of the Capital Market Supervisory Board.
SECTION 89/26. In a shareholders’ meeting, a person who has the right to vote shall be a
shareholder whose name is recorded in the shareholders’ register as of the date determined
by the board of directors and the amount of shares for which each shareholder has the right
to vote shall be in accordance with the shareholders’ register as of the same date. In this
regard, the right of such person shall not be affected even though the information in the
shareholders’ register as of the date of the shareholders’ meeting has been changed.
The date determined by the board of directors under the first paragraph shall not exceed
two months prior to date of the shareholders’ meeting but not prior to date on which the
board of directors has approved to call for the meeting. Once the board of directors
determines the date on which the recorded shareholders have the right to attend the
meeting, such date shall not be altered.
SECTION 89/27. The Capital Market Supervisory Board shall have the power to
specify types or details of the information that the board of directors shall inform to the
shareholders in the written notice calling the meeting as well as the period of delivery of
the notice calling such meeting.