NMG ex-directors to fight ban

THE FORMER members of Nation Multimedia Group Plc (NMG)’s board will appeal the securities watchdog’s “unfair” treatment which they say deprived them of their basic rights to testify before being put on a “blacklist”.
Eight former board members were banned by the Securities and Exchange Commission (SEC) on Thursday from holding director and executive positions in any listed companies.
At the press conference yesterday, NMG co-founder Suthichai Yoon questioned the SEC’s “unfair” move as they were facing prosecution.
“The [SEC’s] order is like an execution order. We are victims of an unfair action,” he said.
The SEC justified its order on the grounds that the eight members were under prosecution in court for failing to perform their duties in accordance with the law at NMG’s annual general meeting of shareholders in 2015.
The SEC’s order came on Thursday, hours after the Phra Khanong Provincial Court ruled former NMG chairman Nittimon Hastindra na Ayudhya was solely responsible for banning a group of shareholders from attending the AGM on April 29, 2015.
The order was effective since Thursday and will last until the eight NMG directors are proven to be not guilty.
The court acquitted the other eight members of then board: Suthichai, Pakorn Borimasporn, Chaveng Chariya-pisuthi, Adisak Limprungpatanakit, Kaemakorn Vachiravarakarn, Pana Janviroj, Duangkamol Chotana and Sermsin Samalapa.
The court did not find the eight other NMG directors were involved in the decision to block the shareholders from attending the company’s AGM. It also did not find the plaintiff’s evidence to be convincing enough to evict them from the board.
Suthichai said the SEC had never asked the eight staff members to acknowledge the accusation. He questioned the grounds on which the SEC had issued the suspension order.
“The court has acquitted us but the SEC, which has never called us to testify, has ordered our removal from the board. It’s very unfair,” he said.
The board will submit an appeal to the SEC later, NMG former director Duangkamol said.
Suthichai added that they also expected to file an appeal with the Administration Court.
The SEC said in its release yesterday that the case ruled by Phra Khanong Provincial Court was a civil case, while the SEC order was based on the similar charge but on a criminal case prosecuted in August.
The SEC has affirmed that it has proceeded with this case with honesty and in compliance with the rules and law.
The Stock Exchange of Thailand yesterday posted a ‘Halt’ sign on the securities of NMG, Nation Broadcasting Corporation (NBC) and Nation International Edutainment (NINE) in the morning trading session.
Sermsin said he was concerned the ban would affect the company’s business and its routine operations, as most of directors were also executives.
He said the SEC’s order would cause severe damage to its business operations at a crucial point in the media landscape.
Sermsin also questioned how the company could run its business without any authorised directors. “We are talking with a number of both local and international clients, banking and financial institutes, business partners and government authorities. In the meantime, some agreements are underway. What should the company do next?” he asked.
He added that NMG’s strategic plan for transformation towards the digital world and intense competition in the media industry was firmly on track under the current executive administration.
The unexpected ban order would potentially lead to severe business damage that would affect not only to the company as a whole but also thousands of employees and all shareholders.
“Given this tough situation, the SEC could offer further ways out in this regard, as both external and internal management are likely to be halted, too,” he said.
However, a source at SEC said that the eight affected NMG directors would have three options to deal with the SEC order.
First they can file the suit with the Central Administrative Court against the SEC’s ban and ask for the court injunction, if they view that such order is in conflict with the civil ruling of the Phra Khanong Provincial Court on Thursday.
The source added that this would be the fastest way to deal with the problem.
The second way is to hold the extraordinary shareholders’ meeting to appoint new board members to replace the banned ones.
The third way is to file an appeal against the SEC’s ban order with the SEC’s board. However, it might take time before the SEC board makes any decision.