Bangkok, 28 June 2018 – The Securities and Exchange Commission has ruled that Mr. Suphanan Rittiphairoj, chief executive officer and director of Inter Far East Energy Corporation Public Limited Company (IFEC) has acted obstructively and failed to facilitate the process of setting up a shareholders meeting for the election of new directors, not enabling the company to resolve its important and urgent issues, which is deemed as contravening Section 89/7 of the Securities and Exchange Act B.E. 2535 (1992). For further legal proceedings, the SEC has ordered Mr. Suphanan to give clarification by 12 July 2018.
The SEC has opined that organizing a shareholders
meeting to elect new directors in order for IFEC’s board of directors to have a
quorum in compliance with the law would be a proper way for IFEC to urgently
solve its problems, such as loan defaults and failure to prepare an submit financial
statements to the Stock Exchange of Thailand (SET) to avoid a possible
delisting from the SET and mitigate impact on investors and shareholders.
Since the Commerce Ministry’s Department of Business Development (DBD) rejected
an IFEC application to register Mr. Wiphu Maharakkakla and Mr. Manusak
Deawwanich as two additional directors, there are currently only three
directors whose names appeared on the company certificate, namely, (1) Mr. Suphanan Rittiphairoj (2) Mr.
Chatnarong Chattrabhuti and (3) Maj. Gen. Boonlert
Jangnopparat, resulting in the number of directors being below the number
required to constitute a quorum of a meeting as required by law. In this
regard, the SEC has instructed Mr. Suphanan to urgently hold a shareholders
meeting to elect new directors and facilitate all arrangements for a successful
shareholders meeting so that IFEC would have a quorum as required by law.
However, Mr. Suphanan failed to perform
his duty as directed and submitted a clarification letter to the SEC. The SEC
considered his explanation inadmissible.
The SEC has viewed that Mr. Suphanan’s
behaviors could be construed as obstructive since he has made no effort to
convene an urgent shareholders meeting to appoint new directors. For example,
he refused to attend the board of directors’ meetings on 23 May 2018 and again
on 19 June 2018; and refused to cooperate when another board meeting was called
to discuss the setting up of a shareholders meeting. As a result, His action is
deemed failure to perform his fiduciary duties 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 in conjunction
with Section 281/2 of the same act. For further legal proceedings, the SEC has ordered
Mr. Suphanan to make clarification in this matter by 21 July.
With regards to the punishment of those
found to be in violation of the Securities and Exchange Act, the SEC said it
has made good progress in examining many complaints. Investigations are
on-going and more time is needed to gather related documents and information.
If any directors or executives of IFEC, past and present, are found to have
been involved in any wrongdoings, the SEC will take prompt and swift legal
actions against them accordingly.
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