The Securities and Exchange Commission (SEC) has filed a criminal complaint against Wichai Thavornwattanayong, chairman of the board of directors of Inter Far East Energy Corporation Plc (IFEC), with the Economic Crime Suppression Division (ECD) of the Royal Thai Police for committing dishonest acts to gain unfair advantage for himself or other persons.
During December last year, the number of IFEC directors was insufficient to form a quorum as required by law.
Wichai, in his role as board chairman, called for shareholders’ meetings to seek their approval for the election of new directors to fill the vacancies and meet the quorum requirement.
In so doing at an extraordinary shareholders’ meeting on February 14 and the annual general shareholders’ meeting on May 2, Wichai, as chairman of the board and both meetings, arranged for the election by means of cumulative voting, despite knowing that such a method was not allowed under the company’s articles of association, the SEC said in filing its criminal complaint.
Later, on June 26, the Business Development Department of the Commerce Ministry issued an order rejecting the registration of the change of IFEC directors derived from the cumulative voting because it was a breach of the company’s articles of association and in violation of Section 70 of the Public Company Limited Act of 1992.
By committing the act with the intent of wrongdoing, Wichai benefited from the results of the election, the SEC said.
Such misconduct is therefore deemed liable as dishonest performance of duty, causing the company to suffer damage, or a benefit to be gained for himself or other persons in violation of the Securities and Exchange Act of 1992, the regulator explained.
The SEC has therefore filed a criminal complaint against Wichai with the ECD for further legal proceedings.
As a result, he is deemed to have untrustworthy characteristics of directors and executives of securities issuers and listed companies in accordance with the rules prescribed in the SEC Notification, and consequently is not allowed to hold the positions of director or executive at any securities-issuing company or listed company under the Securities and Exchange Act.
In addition, the SEC is examining other issues of public and stakeholders’ complaints regarding whether the performance of duty of current and former IFEC directors and executives is unlawful.
If any fact shows there has been any violation of the Securities and Exchange Act, such persons may be liable to legal action that could lead to criminal penalties and civil sanctions, the SEC said.
Filing a criminal complaint commences the criminal justice administration process, whereby the consideration of whether a defendant is guilty will be proceeded by the inquiry official and the public prosecutor, and the court will judge the case, it added.