Thailand Guidelines on Disclosure of Information by Listed Companies – An Overview and Summary of Requirements
For the purpose of an active, fair and orderly market, the Stock Exchange of Thailand (SET) has outlined these guidelines on disclosure of public information by listed companies for informed investing on securities. The guidelines are based on the following two fundamental principles:
- All such public information should be correct, sufficient and timely.
- All the investors of a particular listed company enjoy equal access to such information.
1. Guideline on Immediate Public Disclosure of Material Information
- Immediate disclosure should be made about a company's affairs where the information:
- Has a significant effect on the price trading of any of the company's securities
- Is considered important by an investor
- Has effect on the interests of shareholders.
- The listed company should determine which information is material and must be disclosed.
- The listed company should not disclose the company's internal estimates, projections of its earnings or any other data relating to its affairs.
- Examples of a company's affairs or market conditions requiring prompt disclosure are:
- a joint venture, consolidation or acquisition;
- the declaration or omission of dividends or the determination of earnings; and
- significant litigation etc.
- A listed company should not promptly disclose material information:
- When it prejudices the ability of the company to pursue its corporate objectives.
- When the facts are unstable
- When it would benefit the company's competitor.
- Immediate public disclosure should be made:
- When rumors occur while material information is being temporarily withheld.
- If the company learns that insider trading has taken or is taking place
- The strictest confidentiality should be maintained whenever material information is being temporarily withheld.
- Confidential material information should be confined to the highest possible echelons of management.
2. Guideline on Thorough Public Dissemination
- Disclosure of material information should be made after the market closes.
- Any public disclosure of material information should be by written announcement to the SET.
- The listed companies should observe an "open door" policy in dealing with analysts, journalists, shareholders and others.
- The listed companies should avoid any appearance of preference to partiality in the release or explanation of information.
3. Guideline on Clarification or Confirmation of Rumors and Reports
- Rumors or reports that require clarification or confirmation refers to any public circulation of information which:
- Has not been substantiated by the company
- Is likely to have an effect on the price of the company's securities
- Is likely to have a bearing on investment decisions
- In response to the rumors or reports, the companies should:
- Make a public announcement denying or accepting the rumor or report (as the case may be)
- Set forth the correct and relevant facts.
4. Guideline on Response to Unusual Market Activity
- Unusual market activity, in terms of price movement or trading activity, signifies trading by persons who are acting either on unannounced material information or on a rumor or a report.
- When unusual market activity occurs, the listed company should determine the reason for the market activity.
- If the market activity results from a false rumor or a report, the SET's guideline on correction of such rumor and report should be complied with.
- If the company is unable to determine the cause of the market activity, the company should make a public announcement to the effect that there have been no undisclosed developments affecting the company or its affairs which would account for the unusual market activity.
5. Guideline on Unwarranted Promotional Disclosure
- Disclosure activity beyond that necessary to inform investors and explicable essentially as an attempt to influence securities prices is considered to be unwarranted and promotional.
- The following are frequently designated as promotional activity:
- A series of public announcements unrelated in volume or frequency to the materiality of actual developments in a company's business and affairs
- Premature announcement of products still in the development stage with unproven commercial prospects.
- Promotions and expense-paid trips, or the seeking out of meetings or interviews with analysts and financial writers
- Press releases or other public announcements of a one-sided or unbalanced nature.
- Company or product advertisements which in effect promote the company's securities.
6. Guideline on Insider Trading
- Insider trading is trading made by a person who has any beneficial interest, direct or indirect, in such trading securities, regardless of whether he makes the trading in his own name.
- Insiders should wait for at least 24 hours after the general publication of the release has been adequately disseminated.
- Where publication is not so widespread, a minimum waiting period of 48 hours is recommended.
- The listed company should prohibit of insider trading before financial statement, financial status and operating result dissemination.
- To prevent improper insider trading, the listed companies should adopt following procedures:
- The directors, officers, employees and other insiders should be asked to report their purchases or sales of the company's securities.
- Restricting the purchase and sales of the company's securities to periods following the release of annual statements or other releases setting forth the financial condition and status of the company.
- The penalty to any person found guilty of insider trading is either or both of:
- Imprisonment for a term not exceeding 2 years.
- A fine not exceeding 2 times the benefit received or which should have been received. The fine should not be less than 500,000 baht.
Content and Preparation of a Public Announcement
Minimum requirement of a Public Announcement:
Each announcement should:
- Be factual, clear and succinct.
- Contain sufficient quantitative information to allow investors to evaluate its relative importance to the activities of the company.
- Be balanced and fair.
- Avoid technical jargon.
- Explain reasons for the consequences or effects of the information on the company's future prospects.
- Clarify and point out any reasonable alternatives where the public announcement undertakes to interpret information disclosed.
Preparation of Announcements
- Every announcement should be either prepared or reviewed by a company official who is familiar with the:
- Matters about which disclosure is to be made.
- The requirements of the SET and any other legal provisions.
- A specific group of individuals within the company should be given this assignment on a continuing basis.
- The press releases and other public announcements should be reviewed by legal counsel.
Authorized persons to report the listed company information
- The listed company should appoint two high ranking officers to communicate with the SET regarding information disclosures by the firm.
- At least one of the two authorized persons should be a director of the company.
- When both authorized persons are not available for contact, the company can temporarily appoint a deputy.
- The company should inform the SET about any change in the authorized person regarding information disclosure at least 7 days in advance.
- The company should assign a company official to continuously report the other information which the SET requires.
Additional Resources
Read the Thailand Guidelines on Disclosure of Information by Listed Companies in full here.
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