Commentary Addressing PGS ASA 26 November 2020 Public Announcement
Matters related to corporate responsibility can greatly impact the ability of a company to create profitability and shareholder value over the long term, and investors are therefore increasingly attaching importance to these matters when making investment decisions. Oslo Børs has produced this guidance on the reporting of corporate responsibility in order to help increase transparency and improve reporting. The guidance is intended to be a practical tool that companies can adapt to the nature of their business and their size.Bente A. Landsnes, President & CEO, Oslo Børs
Open Letter to Lucid Issuer Services Limited, 27 November 2020
ATTN: Victor Parzyjagla, [email protected]
Steven D. Kalavity (SDK) is a USA citizen who had worked with different affiliates Norwegian company PGS ASA (formerly Petroleum Geo-Services ASA) [PGS] globally since 2000. In December 2013, SDK was illegally terminated from employment with the PGS ASA UK subsidiary, PGS Exploration (UK) Limited, 4 The Heights, Weybridge, Surrey, KT13 0NY, England [PGSUK]. PGSUK had sponsored SDKs Tier 2 visa which allowed him to legally work in the UK and also allow his family dependent members to also live in England legally. In September 2018, directors of PGSUK sponsored illegal criminal and civil litigation in Thailand against SDK. SDK has been publishing online legally protected content revealing PGS ASA corruption and fiduciary neglect since 3 July 2015. PGSUK is an English company governed by the laws of England. As such, whistleblowing is protected through the Public Interest Disclosure Act 1998 (PIDA). However, Norwegian law also provides protections for whistleblowing through their Working Environment Act 2005 (WEA).
Any PGS ASA refinancing scheme must demand PGS ASA full disclosure regarding allegations of PGS ASA board of directors (BoD) corruption and fraud which imperils the future financial standing and success of the company. Non-transparency is a significant financial risk that must be accounted for by lenders. PGS ASA has illegally breached both PIDA and WEA whistleblower protection provisions and fabricated charges of criminal defamation in Thailand, where SDK was living with his family at the time. Silencing the truth which SDK publishes is required so that PGS ASA is able to continue defrauding investors through disinformation regarding PGS ASA real business practices. The main objective of the illegal litigation was to hide the truth from the public and continue their deceit of investors. The litigation in Thailand misrepresenting legally protected public disclosure under Norway and UK law as criminal defamation under the laws Thailand was wholly unnecessary and illegal.
The intention by PGS has been the continued deceit of their investors and stakeholders. PGS’ corrupt business practices, as highlighted by their extortion by illegal retaliatory sponsored litigation in Thailand, has diminished PGS value and reputation, as well as seriously damaged the upstream oil and gas exploration industry fair market. PGS ASA has already acknowledged that the reputation and value of PGS has been damaged to a criminal level punishable by 2-5 years in Thailand prison. So, the cited damage is significant. However, what remains left in doubt is who should be accountable for this significant damage to PGS ASA value and reputation? It is the duty and responsibility of the organizations BoD and executive management to make decisions that enhance company and shareholder value. To maintain a competitive advantage, businesses have a vested interest in keeping working projects, innovative ideas, or exciting new products secret lest they fall into the hands of a competitor. For this reason, employers require their employees to uphold Confidentiality Agreements or Clauses as part of their contract of employment that prohibit current or former employees from disparaging the company and disclosing their negative experience, even if it’s truthful. The PGSUK employment contract with SDK contained such Confidentiality provisions.
In Norway, it is illegal for contractual Confidentiality Agreements or Clauses to be used to silence whistleblowing. In England, such contractual provisions are not enforceable under English law. In other words, Confidentiality Agreements or Clauses cannot be legally used to protect corrupt actors from being exposed. Organization corruption always negatively impacts the company financial standing and future viability. Lenders must know the veracity of any alleged breach in the fiduciary duties of the BoD and executive management when considering proposed financial schemes that impact lending decisions. PGS has misused Confidentiality Agreements or Clauses to silence whistleblowing and deceive stakeholders. Principal PGS shareholders and investors have been complicit in the deception through not taking definitive actions predicated on the revelations made through numerous online publications. PGS cited the numerous online publications to be (criminally) defamatory, not just disparaging. PGS has never invoked contractual Confidentiality clauses governed by English law to stop the publication of “defamatory” content even when former employee’s who violate such terms and conditions risk facing hundreds of thousands of UK pounds in fines.
It should not be surprising that principal investors are aligned to the proposed financing scheme when they have ignored the numerous publicly disclosed online allegations of PGS mismanagement and corruption. PGS has instead employed subversive methods to deceive stakeholders and silence whistleblowing allegations. First of all, PGS legal compliance headed by now PGS CEO and President Rune Olav Pedersen, did not respond to numerous reports made online and through e-mail. Had the PGS Compliance Hotline abided by the contractual Confidentiality clauses responsibly and responded to several online publications and e-mails, there would have been no need for the subsequent “defamatory” online publications to follow. PGS never commented nor responded to several articles citing PGS corrupt practices published on the LinkedIn™ Pulse platform from 3 July 2015 through 20 August 2016. Instead, outside actors complained to LinkedIn™ content moderators. The defamatory complaints against SDK misrepresented published legal and contractually protected public disclosure as simply the misguided rants of a disgruntled former employee. This misrepresentation to the LinkedIn™ global community resulted in SDKs LinkedIn™ account being restricted and all published content being removed.
These actions were in fact a contract breach by PGS. PGS did not act on public disclosure in accordance to Confidentiality clauses. PGS intentionally avoided the English legal system. Litigation revolving around the Confidentiality clauses would have revealed PGS corruption, fraud, forged documentation, bribery, embezzlement, and all sorts of malpractice and mismanagement. SDK had been temporarily restricted on LinkedIn™ prior to the final and permanent restriction in August 2016. To avert LinkedIn™ content control, SDK created nopgs.com where LinkedIn™ content was republished and along with new content. The main result of PGS illegal litigation against SDK in Thailand was the theft of nopgs.com and the destruction of evidence consisting of published content and archives which would have been cited had PGS and SDK proceeded through trial in Thailand. The directors of a an English company registered with Companies House and governed by the laws of England sponsored a Thai legal firm to pursue criminal defamation charges under Thai law against a whistleblower when both remained bound by the terms and conditions of contractual Confidentiality clauses. There is no criminal defamation under English law. Beyond this, how can there not be a breach in the contractual Confidentiality clauses governed by English law and also be criminal defamation in Thailand?
PGS compelled SDK to sign yet another Confidentiality Agreement governed by the laws of Thailand and the laws of the USA state of Texas(?) to supersede the Confidentiality clauses of the original employment contract governed by the laws of England. SDK does not believe that the Thailand Agreement signed 9 November 2018 is a legal instrument for a number of reasons. Again, PGS is misusing Confidentiality clauses to illegally silence protected public disclosure of PGS corruption and malfeasance. The Thai Agreement was obviously signed under duress and the threat of criminal prosecution in Thailand with a potential 2-5 year prison term if found guilty for each claim by the former PGSUK secretary AND PGSUK directors. It should be noted that litigation in Thailand was first threatened by the acting PGSUK secretary as an individual divorced from PGS. SDK believes this was misrepresentation. An acting secretary cannot legally divorce himself from legal actions regarding the company which he represents. Litigation forwarded by a former PGSUK secretary and then English company, PGSUK, governed by the laws of England, including that legal proceedings be conducted in the English language, was delivered to USA citizen SDK in the Thai language to be defended in the Thai criminal and civil legal system?
At this point in time, several articles had been published from 3 July 2015 through October 2018 that never received comment by PGS. This included several Open Letters requesting legal clarifications for many of the fore-mentioned concerns. The claim put together by PGS does not include several published articles, nor reference any of the numerous attempts to communicate with PGS Compliance Hotline. Further, PGS has refused to present any claims in the English language. SDK believes that the litigation forwarded by PGS in Thailand is illegal extortion (UK blackmail). SDK never abided by the terms and conditions of the Thai Agreement. In fact, during the 10-day agreement certification period following the signing of the Thai Agreement, SDK breached the agreement through exposing the illegal litigation to PGS customer JOGMEC. PGS was in the process of negotiating the sale of a seismic vessel to Japan Oil, Gas and Metals National Corporation (JOGMEC). PGS again illegally retaliated against SDK for blowing the whistle, which is protected through both Norway’s WEA and UKs PIDA! PGS threatened new criminal and civil prosecution in Thailand for SDKs “breach” of the illegal Thai Agreement. A new criminal proceeding was scheduled for January 2019. However, PGS and the former secretary decided to not forward the new criminal proceedings.
Nopgs.com had been taken offline following the “breach” of the Thai Agreement. Around mid-December 2018, SDK discovered that nopgs.com had been stolen and all evidence necessary for defending against the new charges was destroyed. PGS did not move forward with the criminal and civil trials. SDK did incur substantial financial loss through the litigation forwarded by PGSUK and the former secretary. The Thai litigation also traumatized SDK Thai relatives to the point that one went to the hospital! SDK began to republished nopgs.com content and write new content in February 2019 on marineseismicsurvey.com. While the intention was to republish all material as it appeared on nopgs.com, some content was lost through the domain theft and edits or addendums to nopgs.com content may differ from offline archives. The Thai legal firm and PGS UK Head of Legal continued to cite SDK breaches in the Thai Agreement. In July 2019, SDK moved back to the USA. PGS continued delivering “Legal Notices” to SDK Thai relatives in his absence. In February 2020, PGS demanded that SDK return to Thailand to answer charges. As late as April 2020, PGS cited that SDK was in breach of the Thai Agreements.
PGS has never abided by their legal agreements with SDK governed by the laws of England. Because the proposed financial scheme Lock-Up Agreement for PGS must be sanctioned by an English Court, it is essential that it is established that PGS has been abiding by English law and that they invoke Confidentiality clauses terms and conditions governed by the laws of England. Several reports have been submitted to UK ActionFraud (police) that must be investigated thoroughly prior to any substantive agreement. Additional reports have been submitted to the UK Information Commissioner’s Office citing PGS Data Protection Act 1998 (DPA) and General Data Protection Requirement (GDPR) violations involving the processing of forged and defamatory SDK personal data that was used to support an illegal employment termination settlement contract. Copious amount of material has been sent to ICO caseworkers to support SDK allegations of PGS fraudulent and illegal actions against a whistleblower. This has included the illegal use of USA and Thai passport data, illegal reporting to UK, USA, Norway, and Thai government immigration agencies and processing of false / forged instruments as personal data.
PGS initiated criminal defamation claims using the Thai legal system even though whistleblower SDK and PGS are bound by agreements containing Confidentiality terms and conditions governed by the laws of England. Lenders must have confidence that PGS is in compliance with the laws of England proceeding any Lock-Up Agreement requiring the approval of an English Court. SDK never defamed PGS! SDK exposed PGS corruption to the benefit of lenders and shareholders mostly, but to all industry stakeholders generally. The English Court must demand answers and adjudication within the English legal system regarding PGS’ misuse of Confidentiality clause terms and conditions in place to protect company reputation and value, but being employed as an instrument to deceive lenders and investors. I invite the English Court to conduct a simple Google™ image search on pgs asa and ask why no legal action has been taken against SDK using the English legal system? SDK implores the English Court to conduct appropriate due diligence and establish the integrity of PGS business practices prior to any approval of a Lock-Up Agreement.
Steven D. Kalavity, PGS ASA Whistleblower