Maintaining status

Qualifications of the person taking the highest responsibility in finance and accounting (Chief Financial Officer: CFO) and the person supervising accounting (Chief Accountant)

Qualifications of the person taking the highest responsibility in finance and accounting (Chief Financial Officer: CFO) and the person supervising accounting (Chief Accountant)
To ensure quality of financial reports and to enable consistent supervisory roles with SEC, SET requires that the person taking the highest responsibility in finance and accounting (Chief Financial Officer: CFO) and the person supervising accounting (Chief Accountant) have to meet the qualifications specified by SEC.

CFO and Chief Accountant Qualifications

The SEC’s RulesQualifications for
the individual
who already holds
such position
in listed companies		In case listed companies appoint new
CFO or Chief Accountant. 

A) The person had been
CFO/Chief Accountant
in Listed companies and
is out of the position
in less than 1 year.

B) The person has never been
CFO/Chief Accountant or
is out of the position
more than 1 year.
CFO   
Education :
  • Minimum bachelor’s degree or equivalent

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Experience
  • Minimum 3 years in accounting or finance within the last 5 years or
  • Minimum 5 years in any field that is beneficial to the company’s business
    within the last 7 years

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Training
  • Orientation 12 hours
  • Continuing development course in accounting knowledge 6 hours/year

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Chief Accountant   
Registration certificate as an Accountant
  • with criteria specified by Department of Business Development

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Experience :
  • Minimum 3 years in accounting within the last 5 years

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Training :
  • Continuing development course in accounting knowledge 6 hours/year
    in compliance with Department of Business Development

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Remarks :
  • In case of a change in the appointment of CFO or Chief Accountant, the company must notify SET within 3 business days. If the company appoints acting personnel in the said position, the person should fully be qualified as per applicable regulation.

Related Regulations

  • SEC letter no. 24/2560: Understanding CFO and Chief Accountant qualifications for listed companies
  • Guidelines relevant to CFO and Chief accountant
  • Notification of Capital Market Supervisory Board TorChor 44/2556: Rules, Conditions and Disclosures of information related to listed companies financial positions
  • Form of 56-1 One Report (attached in 44/2556)

Qualifications

For a company that became listed before January 1, 2019, the person with CFO/Chief Accountant title will be exempted from the requirement on education and experience, as the person has already taken up this position which could be a proof of having sufficient experience to continue the work. Nevertheless the person has to complete six hours of his/her continuing development course in accounting knowledge (refresh course) per year starting from 2019 onwards.
In summary, qualifications of a listed company executive are as follows:
CFO:
  • Complete 6 hours of refresh course per year
Chief Accountant:
  • Register as accountant as per the Department of Business Development (DBD)’s Announcement
  • Complete 6 hours of refresh course per year
The listed company should consider whether the qualifications of appointed person based on the following grounds:
1. Person who is used to take a CFO/Chief Accountant position at a listed company and left CFO/Chief Accountant office for less than a year :
CFO:
  • Complete 6 hours of refresh course per year
Chief Accountant:
  • Registered as accountant as per the DBD’s Announcement
  • Complete 6 hours of refresh course per year
2. Person who has never taken a CFO/Chief Accountant position at a listed company or has taken the CFO/Chief Accountant position but left office for more than a year:
CFO:
  • At least a bachelor’s degree or equivalent
  • Accounting or financial experience during the last 3 out of 5 years, or experience in other areas directly useful to the company’s operation during the last 5 out of 7 years
  • Complete 12-hour orientation and 6-hour of refresh course
Chief Accountant:
  • Registered as accountant as per the DBD’s Announcement
  • Accounting experience during the last 3 out of 5 years
  • Complete 6 hours of refresh course per year
The listed company has to announce the name of appointed CFO/Chief Accountant via SETLink within three days after appointment, so as to keep investors informed.
Yes, by taking into consideration with the criteria of qualifications in question no. 2 above.
The person was a CFO at the subsidiary which is not a listed company, he/she has therefore left office at a listed company for more than one year. This CFO requires to have all qualifications in terms of education, experience, as well as training. The person thus needs to take at least 12 hours of orientation program.
The CFO/Chief Accountant should take office in only one listed company, so as to perform his/her best duty.
Yes he/she can do so. However, the listed company should have a separate CFO and Chief Accountant. These two positions take different responsibilities. They should be doing checks and balances.
In this case, the listed company may consider the person taking highest responsibility in finance and accounting.
CFO can be a foreigner.
Chief Accountant : According to the BOD announcement, a company established under Thai law must have a Chief Accountant who resides in Thailand overseeing the accounts.
  • Accounting experience e.g. doing accounts or accounting audit.
  • Financial experience e.g. financial consultant, securities analyst, banking job, or fund management.
  • His/her accounting or financial experience may be from past employment in a company, not necessarily from a listed company.
That person must have at least 5 out of 7 years of experience in areas that are directly beneficial to the company’s operation. The company’s audit committee may view those experiences are directly beneficial to the company’s operation.
The SET does not require listed companies to amend the audit committee’s charter to enable them to consider CFO/Chief Accountant’s qualifications. An audit committee has the responsibility to review whether the listed company’s actions are in line with the SEC Act, SET requirements, and other related laws concerning the company’s business as per SET’s Announcement on Audit Committee’s Qualifications and Scope of Work B.E. 2558.

Orientation Training

The listed company’s CFO who has registered before enactment on January 1, 2019, will be automatically qualified to continue his/her duty without orientation. However, if the company changes its CFO to someone who has never been a CFO at a listed company before or who has left CFO office for more than a year, then the person has to take an orientation program before performing the duty.

For example, Mr. Somchai has resigned from CFO position of listed company YY in July 2017, and will take up CFO position at listed company ZZ in January 2019. He will be considered having left the position for more than a year, then an orientation program is needed before he takes office.

In case, Mr. Somchai takes up the position of CFO without taking an orientation program. This results in listed company ZZ fails to comply with rules of maintaining the status of listed companies relating to the part of CFO. The company must elaborate the causes and remedy methods in Form of 56-1 One Report.
Details of an orientation program are available at https://www.sec.or.th/EN/Pages/LawandRegulations/AuditorFollow.aspx :
  • A course on “CFO Focus on Financial Reporting" organized by the Federation of Accounting Profession under the Patronage of His Majesty the King.
  • A course on “Strategic CFO in Capital Markets" for the Module: CFO and Financial Information Management organized by Thailand Securities Institute (TSI) of the Stock Exchange of Thailand
  • A course on “Strategic Financial Leadership Beyond Accounting: Strategies to improve performance and financial management for sustainable success" organized by the Thai Listed Company Association
  • A course on “CFO's Orientation Course for New IPOs" organized by TSI
If the person has already completed CFO Orientation in 2017, then 6-hour of refresh course in 2018, he/she does not need to take any orientation before taking his/her office. However, attending refresh course at least 6 hours per year after taking up the position is still required.
No. The orientation programs must be as published only in SEC’s website (Details as per in Q13). Scopes in this course are CFO’s duty relating to the financial statements, financial statement analysis, principles and effects of accounting standards on the financial statements. The training will be held by organizations related to the capital market, and presently, the host includes FAP, TSI, and Listed Companies Association (LCA), etc.

Continuing development course in accounting knowledge (Refresh Course)

Current CFO/Chief Accountant has to complete his/her 6-hour CPD course within 2019.
Training by an organization authorized to grant credit hours of Continuing Professional Development (CPD) as per FAP rule (CPD credit hours for accountants or accounting auditors), or by capital market organizations such as TSI, SET, Institute of Thai Directors, LCA, etc.

An in-house training or any other program must get approval from audit committee in terms of the benefits and relevance of content. It must be related to principles and effects of accounting standards on the business.
CFO/Chief Accountant who participates as a lecturer in continuing development course in accounting knowledge can count as credit hours for refresh course.
Not necessary.
It can be counted as refresh course.

Others

Foreigner CFOs are able to take either English or Thai courses by using translators having accounting and finance knowledge background.

TSI plans to provide the following English courses by 3rd quarter of year 2019. :
  • Orientation program : E-Learning CFO Orientation (English Version)
  • Refresh program : E-Learning CFO Refresher Course (English Version)
Any updates will be published in www.set.or.th/cfo
Disclosure of the attendance of orientation and refresh courses presented in Form of 56-1 One Report as required by the SEC is as follows :

ProgramCFOChief Accountant (2)
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Refresh (1)check_blackcheck_black

(1) In case of an in-house training or any other programs, please elaborate opinion of Audit Committees regarding the conformity between program content and benefit to the company, completeness of hours attendance including additional information of hours attendance especially in accounting contents.
(2) In case of Chief Accountant, please state his/her qualification and conditions of being an chief accountant specified by Department of Business Development.
A listed company is obligated to disclose qualification of the person taking highest responsibility in accounting and finance (Chief Financial Officer : CFO) or the person supervising accounting (Chief Accountant) in Form of 56-1 One Report. If CFO or Chief Accountant fails to comply with the training requirement as per applicable regulation, the listed company must disclose causes and remedy methods to enable shareholders or investors to realize that CFO or Chief Accountant have the obligation to continuously develop their knowledge of accounting standards in order to avoid negative impact on the reliability and quality of the listed company’s financial reports. In addition, the listed company having a disqualified CFO or Chief Accountant is deemed as failure in compliance with Rules of Maintaining Listing Status. In such a circumstance, the SET may either issue a warning or disclose relevant information to investors through SET’s disclosure system.
Type of informationDownloadTiming of disclosure *
1. Change in Director, CEO, Executive, Chief Financial Officer and Chief Accountant pdf-btn3 working days / immediately (Change of CEO)

* Immediately: information to be disclosed by 9 a.m. on the next working day or on the event date (The date of the board of directors or shareholders meeting's have resolution)
  3 working days: Information to be disclosed within 3 working days after the event date