Bangkok, 14 June 2018 – The Securities and Exchange Commission (SEC) has ordered Mr. Suphanan Rittiphairoj, chief executive officer and director of Inter Far East Energy Corporation Public Companies Limited (IFEC), to clarify why IFEC has requested the Commerce Ministry's Department of Business Development (DBD) to review its decision denying the registration on the change of directors or may file the appeal in this matter whether such a move would benefit or help solving the company’s problem. The SEC has also instructed the three directors whose names appeared on the company certificate to convene a shareholders meeting immediately.
Earlier, Mr. Suphanan acting on
behalf of IFEC sent a letter requesting the DBD to reveiw its order denying the
registration of Mr. Wiphu Maharakkhaka and Mr. Manusak Deawwanich on IFEC
directors’ list and then may exercise the right to appeal such DBD’s decision.
According to Section 42
of the Administrative Procedure Act B.E. 2539 (1996), an administrative
order shall be effective since the person concerned is notified and shall
remain in effect until it is revoked or invalid for other reasons. Therefore,
despite the move by IFEC through Mr. Suphanan, as long as the DBD has not
revoked such order, its declaration remains valid and IFEC directors must
perform their duties in compliance with the DBD’s discretion. In this regard, all
three directors, namely (1) Mr. Suphanan Rittiphairoj (2) Mr. Chatnarong Chattrabhuti and (3) Maj.
Gen. Boonlert Jangnopparat have the duty to convene a shareholders meeting to
elect new directors in accordance with Section 83 of the
Public Limited Companies Act B.E.2535 (1992) as soon as
possible. They are also duty-bound to observe other laws associated with such
order.
Organizing a shareholders meeting in line with the DBD’s consideration would be
a proper way for IFEC to deal with the current situation so that shareholders
who are the real owners of the company will have an opportunity to select
candidates they deem suitable to become new directors. IFEC by Mr. Suphanan's
request to the DBD for a review of its order or to exercise the right to file
an appeal with the Commerce Minister is a time-consuming process for the final
conclusion, not allowing IFEC to solve the problems in a timely manner.
Citing Section 58 of the Securities and Exchange Act, the
SEC has ordered Mr. Suphanan to clarify why he has not organized a shareholders
meeting promptly so as to give shareholders an opportunity to appoint those
they find appropriate as new directors, and to explain how his request for the DBD
to review its decision or the intention to lodge an appeal with the Commerce
Minister would be suitable or beneficial to the company, the shareholders and
the current situation. Mr. Suphanan must disclose his clarification in this
matter via the Stock Exchange of Thailand by 21 June 2018.
The SEC will take Mr. Suphanan's clarification into
consideration as to whether he is performing fiduciary duties as a
listed-company director with responsibility, prudence, honesty and integrity,
and in accordance with the law for the utmost benefit of the company under the
Securities and Exchange Act's Section 89/7.
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