Periodic Information Disclosure

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The listed company holds responsible for periodic disclosure of information to inform investors and shareholders about material information taken into account for making investment decisions.

Summary of disclosure requirements
 

1. Information disclosure about operating results and financial positions
2. Submission/disclosure of other information

1. Disclosure about operating results and financial positions

*Remarks

• If the deadline falls on holiday, it will be postponed to the next working day.
• For the listed companies with different accounting period, duration will be as mentioned above.
  Except for the leap year when February has 29 days, the annual financial statements without submission in Q4 will have submission deadline on February 29.

Guidelines on MD&A information disclosure

Explanatory analysis as per the senior management’s perspectives on the following topics:

(1) Financial positions and operating results which are significant to the company in the past year, and
(2) Factors/causes/events that affect or might be potentially affecting the company’s financial positions significantly.

Objectives of MD&A disclosure:
 

(1) Investors will be able to learn and understand the causes and factors affecting company’s financial positions to:

• Analyse their investments, both new and current investors
• Assess investment returns
• Forecast future returns
• Monitor/examine whether the management has managed to achieved goals or in satisfactory levels

(2) Showing the good corporate governance of the listed company

1. 1) Write in explanatory language and analytical style
   • Ex. Revenue from ………. in 20xx worth xxx million baht, increasing X% was due to ….. (analyse the cause by distinguishing the price and volume, or product/business/segment/SBU)
2. Use numbers, graph, or table to better explain and visualize the content, making it easy to understand
3. Explain and analyse clearly about the cause and effect on financial positions, in appropriate and easy-to-understand format
4. Use simple language, trying to avoid technical or accounting terms if not necessary
5. Produce 3-year financial statements for the analytical explanation, for example, Statements of Financial Position, Statements of Comprehensive Income, Statements of cash flow, and key financial ratios   
6. Explain and analyse qualitatively e.g. indicating related factors or reasoning, not general factors. Also, analyse the pros and cons side of factors as well.
7. Analytically explain key information such as:
   • Items on the financial statements which have significantly changed, by income type, product line, or SBU, etc.
   • Current financial information compared to the past or competitors’, same industry, comparing own and industry’s Key Performance Indicators (KPIs), and also using ratios to explain.
   • Trends and factors affecting the financial positons in the future such as plan, target, operational performance which have been disclosed in the past year, investment plan, plus an analysis on funding, including the constraints, and its effects on liquidity.  
   • Acquisition or disposition of important assets during the year, or after the date that the financial statements have been disclosed.
   • Obligations and special items; in case there was a breach of contract, specify the preventive measures.
   • Progress of operational plan or the estimated budget disclosed in the filing or Form of 56-1 of the past year.
   • When trend or forecasted figures of operating results has been presented to analysts or investors, they have to be reported in Form of 56-1 form as well.

(Based on the SEC website; Seminar on “Disclosure of MD&A Information” on January 30, 2013) 

Time interval for information disclosure via SETLink system

To facilitate smooth transmission via SETLink, the listed company can submit these documents in order as follows: (1) Financial statements (2) F45 and (3) Interim MD&A

In the event that a listed company has not submitted information within specified period, SET may consider taking the following steps:

Moreover, the SEC may consider imposing a fine for late submission, or for incomplete information, or incompliance to the rules. The listed company may be subject to THB 100,000 fine, plus another THB 3,000 per day for through the period of non-compliance.

The event that the auditor was unable to express opinions on the financial statements submitted to SET (disclaimer of opinion)

            The SET may post an SP sign for a day to provide sufficient period for people who are using financial statements information to carefully consider the auditor’s opinions and published figures. Also, this is to provide an opportunity for the public to be widely informed. Securities trading will be allowed on the following business day. Then, the NP sign will be posted until it is finalized whether the financial statements will be revised or not.

The event that submitted financial statements had auditor’s opinions as incorrect (adverse opinion)

           The SET will post an SP sign to suspend trading of securities until the listed company has submitted a revised financial statements and disseminated to the investors, or until it is finalized that the listed company is not required to revise the financial statements.

The event that the audited financial statement submitted to SET presented shareholders’ equity less than zero

           The SET will announce that the listed company is subject to possible delisting.

2. Submission/disclosure of other information