The second edition of Corporate Governance has been published as part of the European Lawyer Reference series. The guide is presented in a Q&A-style format, providing detailed overviews of corporate governance in 32 jurisdictions worldwide. Kasma Visitkitjakarn, consultant, and Napat Siri-armart, attorney-at-law, in Tilleke & Gibbins corporate and commercial department, coauthored the Thailand chapter of the guide. The Thailand chapter covers the following topics in detail:
- General Principles: Objectives of corporate governance, basis of Thailand’s legal system, recent developments, and enforcement of corporate government.
- Sources of Law: Company laws, capital markets laws, public interest laws, and recent developments.
- Shareholders: Representing shareholder interests, assuring shareholders of their rights, governing bodies, shareholder meetings, minority shareholder rights, shareholder activism, professional shareholders, and shareholder benefits.
- Directors: Functions and responsibilities of directors and board of directors, tiered board systems, outside directors, civil and criminal liability, committee systems, independent directors, director compensation, and corporate crisis.
- Auditors: Internal accounting, legal audits, requirement of outside accounting audit, and requirements to change auditors.
- Market Transparency: Disclosure requirements and liability of board of directors.
- Mergers and Acquisitions: Transparency and fairness rules under company and stock market laws and rules.
- Directors’ Liabilities: Directors’ responsibilities, insurance coverage, and indemnification.
- Shareholders’ Derivative Suits: Application, enforcement, and recent court cases.
- Corporate Behavior: Corporate social responsibility, diversification, environmental issues, ecology, and corruption.
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