Carl Richards’, Secretary, PGS Exploration UK Limited, Silence Implies Agreement and the Abrogation of Fiduciary Duty
The maxim is “Qui tacet consentire”: the maxim of the law is “Silence gives consent”. If therefore you wish to construe what my silence betokened, you must construe that I consented, not that I denied. ~ Sir Thomas More, A Man for all Seasons
Silence can be either protest or consent, but most times it’s fear. ~ Paul Beatty, The Sellout
Corporate directors, secretaries, and key executives hold a fiduciary duty to stakeholders. A fiduciary is a person who holds a legal or ethical relationship of trust with one or more other parties. It is in the charge of such fiduciaries to conduct business according to all applicable laws and regulation and Company’s policies. Fiduciary duty principally includes both a duty of care and a duty of loyalty and overall is interpreted to mean that directors shall act in the best interests of all stakeholders. The duty of care requires that directors are informed through all material information reasonably available to them before forming business decisions. A director should not simply accept information, but rather must critically assess the information to protect the interests of the corporation and its stockholders. The duty of loyalty does not permit key executives and directors to use their position of trust and confidence to further their private interests. Peremptorily and inexorably, the conscientious and steady devotion to one’s duty of loyalty is not only to appropriately protect the interests of the corporation, but to also refrain from any actions which would intentionally injure the Company’s business, its interests, or its reputation.
Qui tacet consentire — the Latin maxim of common law states that s/he who is silent is taken to agree. However, keeping harmful truths secret is significantly different than speaking truth to power and revealing those secrets. Speaking truth to power is dangerous for the disempowered. Those with power keep secrets to preserve and/or increase power. For the fiduciary, remaining silent when the truth is known is a form of abuse of entrusted power, the very definition of corruption. This is the problem with the concept of internalized corporate governance and legal compliance. Silence implies consent is a dangerous phrase because it protects the powerful and tends to harm the disempowered and marginalized. This is the dilemma that most whistleblowers face. Resolution requires that the corrupt cede their power and knowledge of the truth – their secrets – and accept requisite accountability. We would never really expect that a convenience store robber would drive himself to the police once s/he were identified from a hidden video camera recording. But, for some reason, there is the belief that white-collar criminals can police themselves. White collar crime is considered more as a mistake or an oversight, and not intentioned, planned and executed to harm others. This baseless and incorrect assumption is another reason why whistleblowing is such a high-risk act.
The directors and key executives of PGS Exploration UK Limited (PGSUK), 4 The Heights, Brooklands, Weybridge, KT13 0NY are not fulfilling their fiduciary duty, and similarly, neither are the directors and key executives of their parent company, Norwegian marine seismic service company, Petroleum Geo-Services ASA (PGS). Since my initial blog post article made public charges of wrong-doing, a deafening silence from those with fiduciary duty has been accepted by stakeholders. Publicly decrying key executives as liars, cheaters, fraudsters and even referring to the past PGS CEO and President as an asshole warrants no reply? Even if Jon Erik Reinhardsen was not personally bothered by such insults, what does it say about his leadership and fulfillment of fiduciary duty? If the named executive are not liars, cheaters, and fraudsters, why doesn’t he stand by them and for them? After all, the duty is not about himself, but an obligation to stakeholders to uphold the reputation of the company as represented by its employees. (For the record, most non-criminals and honest people of integrity do mind being called liars, cheaters, and fraudsters.) On the other hand, if the named employees actually are liars, cheaters, and fraudsters, then there is another and more serious abrogation of fiduciary duty. And this is proof for why silence by those beholden with fiduciary duty is corruption.
Not all people handle power and money with grace. Some use their power to exploit and maltreat, knowing they can get away with it, and some getting off on it. ~ Dr Shailla Cannie
In my mind, there is only one mountain top in a company. The buck ends at the corporate board. It sounds like a profound grasp of the obvious. But there is a lot of nuance to this issue. ~ Michael Volkov, Corporate Board Responsibility for Compliance
My initial public accusations of executive malfeasance was published on LinkedIn™ Pulse (LI), An American, the UK Data Protection Act, Petroleum Geo-Services (PGS) and the Tyranny of “Accurate Data” (3-Jul-2015). Now, over twenty-five (25) blog posts have been published and reside on a dedicated unflattering website, www.nopgs.com. PGS/PGSUK directors have never officially commented on my blog posts articles. In fact, it was my attempts to force an official response from PGS/PGSUK agents which led to my eventual restriction from LI and then prompted me to develop my own independent website free from third-party censorship. My published blog articles are now available at, http://nopgs.com/nopgs-blog/. PGS/PGSUK are allowed to choose censorship and silence to engagement. Engagement should exonerate those who are indeed fulfilling their fiduciary duty. Silence implies agreement that the accusations of corruption are true. So, how is the silence tolerated? If the corrupt control and contain, then any negative repercussions of accountability exists only from outside the purview of the corporate governance that the corrupt control. Stakeholders must take control and demand such an engagement and accounting.
The inspiration behind all of my published blog articles arose from the fact that my employment with PGSUK terminated through settlement agreement contract which had been proffered to interrupt a formal grievance process. Central to my formal grievance were claims of workplace gang-bullying and the abuse of position, misuse of the PGSUK performance management, neglect of core values and policy, and the recording and dissemination of defamatory information intended to harm me personally and professionally. Ten-months after my employment ended, I submitted a subject access request (SAR) citing the UK Data Protection Act 1998 (DPA). When I received the contents of my personnel file, I discovered that the data that was being processed as my personal data by my former employer was essentially the same defamatory content that inspired my formal grievance in the first place! The data being processed was neither true nor accurate. It is knowingly defamatory. I know this with absolute certainty. Something had gone terribly wrong with the processes to result in such an outcome. And so began my pursuit of the truth and my blog article writing campaign. The fact that so many articles have been published without any reaction reasons such a conclusion intuitively obvious to anyone with even a casual interest in PGS/PGSUK anti-corruption or reputation, especially those entrusted with fiduciary duty. I have continued to introduce more evidence and raise the level of insult to attract some official comment.
There have only been a couple of communications between myself and (alleged) agents of PGS/PGSUK since my blog post articles were published. One of these was received recently. Carl Richards, PGSUK Head of Legal and Secretary, sent a threatening e-mail to me. I will assume that it was in fact him who sent the e-mail, but of course will make any corrections if I am informed otherwise. As PGSUK Secretary, Richards is the one entrusted to guide the legality of director actions. At the time of the settlement agreement contract negotiations, PGSUK directors were composed of PGS executives Jon Erik Reinhardsen, PGS CEO and President; Gottfred Langseth, PGS CFO and EVP; and Christian Steen-Nilsen, Chief Accountant. Rune Olav Pedersen was PGS General Counsel and Legal Compliance. Reinhardsen retired from PGS last year and Pedersen was selected to become the current PGS CEO and President and also replace Reinhardsen as a director for PGSUK. Richards had been named in other blog post articles because I had been informed that he had reviewed the referenced settlement agreement contract. However, his name was featured within the title of one of my more recent posts, Carl Richards, Arbitrary and Capricious Company Secretary, PGS Exploration (UK) Limited (24-Feb-2018).
If justice takes place, there may be hope, even in the face of a seemingly capricious divinity. ~ Alberto Manguel
Arbitrary power is like most other things which are very hard, very liable to be broken. ~ Abigail Adams
The received e-mail (purporting to be) from Carl Richards, PGSUK Secretary, was never confirmed. Of course, this is no surprise to me. Defamation is generally defined to be a false and unprivileged publically written or spoken statement of fact that is harmful to someone’s reputation. The claims made within my blog articles reference and are backed-up by e-mail evidence. My blogs are whistleblowing. Further, what damages has Richards suffered? He remains gainfully employed in spite of public allegations that he aided and abetted in a fraudulent wrongful termination. His actions subverted my legal grievance process. Richards was aware and involved with the subsequent proffering of an illegal contract where forged documents were processed to support it. As PGSUK secretary, Richards also was ultimately responsible for defrauding the Information Commissioner’s Office (ICO) caseworkers and also misleading UK Border Agency. These are the issues that require his comment and actions as a fiduciary of PGSUK. Richards’ license to remain silent is repugnant and cowardly and an abrogation of his fiduciary duty. My main request of PGS/PGSUK agents has always been for PGS/PGSUK to authenticate the processes and documents used to affect my termination from employment as legal and compliant. Of course, this is impossible to do with forged documents which bear no counter-signature or corroborating data. And this is why they remain silent and also try to silence and censor my accusations.
None of my blogs would have been written if there were not real substance to them. Another issue is that the settlement contract agreement that I signed applied to UK laws. The inclusion mutual non-disparagement clauses was a main discussion point for a mutually acceptable settlement agreement contract. The PGSUK Head of Legal obviously knows that the best way to deter my publications is to demonstrate I was in breach of the settlement agreement contract clause(s) and stop further publications and also seek damages. This would be the most obvious legal action that a party in breach would expect to be done if the processes and documents used to affect my termination from employment through a settlement contract agreement had been both legal and compliant. Any such action based on the settlement agreement contract would expose these things. Whistleblowing is excluded from the mutual non-disparagement provisions, noting a substantive difference between accusing persons of non-compliant or illegal behavior with evidence versus without evidence. Richards is perhaps embarrassed and scared, but as a lawyer directly responsible for forming the referenced settlement agreement contract, Richards understands these distinctions. However, my claim is that one cannot simultaneously fulfill their requisite fiduciary duties and also cover-up known corrupt and criminal acts.
Also, I have presented evidence showing that there were intentional misrepresentations and withholding of material information which was a breach of my original contract of employment with PGSUK. PGSUK consciously suppressed and obstructed my legal right to submit a workplace grievance. Once I finally initiated the grievance process, with no guidance and by sheer will, a settlement agreement contract was proffered to further obstruct the grievance process to fair resolution. The settlement agreement contract was fashioned to be employed as a mechanism for executives to bypass accountability for the multiple contract breaches and breaches in UK policy and national laws which were identified within the grievance document. My claim of defamation was a central component discussed within the grievance document. However, I was never allowed to actually see the contents being processed and instead was made to rely on the lawyers involved assuring that the data being processed was true and accurate. This was yet another breach of my original contract of employment. I have also showed evidence that my legal advisor ignored and did not advocate the information that was provided during the settlement agreement contract negotiations and allowed the false narratives and forged documents to be used as a basis for the settlement agreement contract and allow them to become legally binding true and accurate data.
The personal data that PGSUK is processing in my name does not include the noted grievance document. So, how could it be reasonably established if I were in breach of this clause? Further, my blog articles referenced a (forged) Memo (Conclusions from Grievance Hearing 14th October 2013) that prominently resides within my official personnel file. (This Memo is discussed with some detail within, The Petroleum Geo-Services (PGS) Ambush Meeting and the Definition of Fraud (24-May-2016).) This Memo does not even reference the document which is highlighted within the settlement agreement contract. However, it does reference a meeting that never occurred and a letter that was never written! A meeting was originally scheduled within the ambush letter on 11 September 2013. However, this meeting was rescheduled for 20 September 2013. The ambush letter remains in my personnel file without my response in the form of the formal grievance document submitted 20 September 2013. This document disputes the base claims made within the contents of the ambush letter. The ambush letter is being processed with the original scheduled meeting date uncorrected. The formal grievance document submitted 20 September 2013 was also the basis for the settlement agreement contract to be proffered. However, since the grievance identified multiple contract and employment law breaches, as well as departures from PGSUK policy and constitutes whistleblowing, the document has disappeared. My claim is that a fraudulent settlement agreement contract was proffered to hide a wrongful termination and to bury the multiple whistleblowing claims made within the 20 September 2013 formal grievance document.
(forged document with headshots of actors removed)
Criminals look at identity theft and say only 1 in 700 criminals gets convicted of it. And they look at check forgery and they know that for every 1,400 forgers arrested, only about 123 get convicted and about 26 go to jail. So the rewards are great, but the risks are very slim. So that’s one of the reasons that make it very popular. ~ Frank Abagnale
Human cruelty and treachery surpassed all understanding. There were no answers. Only excuses. ~ Dean Koontz
There were, and remain, many deceptions regarding the processes and documents that were used to affect the settlement agreement contract which I eventually signed and that ended my paid employment PGSUK. (I contend that I was wrongfully terminated.) There is no other explanation to explain how I am able to generate, publish, and disseminate so many blog articles through Twitter™ (@boycottpgs) feeds and images that broadcasts and advertise them, along with my website. I even have published and dedicated a webpage, Know Petroleum Geo-Services. The published content has exposed nefarious and questionable actions and decisions by not only PGS/PGSUK agents, but also PGSUKs hired counsel from Watson, Farley and Williams (WFW), Rhodri Thomas, and especially the legal counsel whom I hired as my advocate, Philip Landau and Holly Rushton, who were with Landau, Zeffertt, and Weir Solicitors (LZW), at the time of the settlement. I believe that there was a criminal conspiracy to defraud and defame me, as well as endanger the health and safety of me and my family. The acronym actually stands NO Psychopaths in Geo-Services (NOPGS) and advocates against workplace harassment and bullying. Most of the @boycottpgs Twitter™ feeds contain links to articles about these topics, as well as content about corruption and whistleblowing.
(Landau Law Google Ad – with allegations removed)
This confidence fraud involved complicit agents from PGS/PGSUK, WFW, and LZW to process the forged documents promulgating a false narrative which supported their illegal settlement agreement contract. None of the accused actors will explain or confirm the processes and documents used to affect the settlement contract agreement. None of the lawyers involved will even confirm who signed this questionable settlement agreement contract on behalf of PGSUK. Most notably, my legal advisers, Landau and Rushton. At the same time, this actually comports to the original signing of the settlement agreement contract, where I was required to provide my signed page separately, which I even found odd at the time. Because PGS/PGSUK commandeered the avenues of normal legal redress through their compromising my legal advisers, finding justice has been difficult. However, I continue to persist in my claim and get answers, albeit slowly and indirectly by how my publications are responded to. There would be serious consequences to me and my family if my allegations were completely unsubstantiated.
No principal wants to own the responsibility for this instrument that ended my career and which all named lawyers participated in forming. Ultimately, Richards reviewed and approved the processes and settlement agreement contract. The named individuals prefer to be called liars, cheaters, and fraudsters within my blog articles, rather than actually engaging and explaining. These persons are allowed to remain silent. This implies agreement with my allegations, and an acknowledgement of guilt. But, their collective silence exempts them from any legal or civil repercussions. Again, this is only possible if multiple agents are colluding and agreeing to not fulfill their fiduciary duties and instead protect corrupt and criminal actors and acts. The fore mentioned Memo was written to exonerate the three named workplace bullies and harassers. My grievance claimed that they abused their positions and breached their contractual duty of mutual trust and confidence. I also claimed that they breached their duty of care responsibilities. I outlined how they did not follow policy and also departed from other prescribed practices assumed by employment laws. These combined to create a stressful and health-harming work environment.
The trite saying that honesty is the best policy has met with the just criticism that honesty is not policy. The real honest man is honest from conviction of what is right, not from policy. ~ Robert E. Lee
Leadership without mutual trust is a contradiction in terms. ~ Stephen Covey
(head shots of three corrupt bullies, Eddy von Abendorff, Simon Cather, and David Nicholson removed. These cowardly individuals never challenged the content of my allegations.
These named perpetrators were my boss, Edward von Abendorff, PGSUK VP Marine Contract Sales – Africa, his boss Simon Cather, Marine Contract Africa Regional President, and the PGSUK Human Resources Manager, David Nicholson. My grievance had been delivered to the three implicated, as well as Cather’s boss, Per Arild Reksnes, PGS EVP Marine Contract and Nicholson’s boss, Terje Bjølseth, PGS SVP Global HR. A copy was also delivered John Greenway, PGS SVP Marine Contract, who often participated in group strategy meetings. And finally, a copy was delivered to my co-worker/witness, John Barnard. Beyond the PGSUK directors and secretary, the recipients of the grievance document, and of course, the workplace bullies themselves, the other actors who participated directly with the deceptions involved with the settlement agreement contract worked within the weaponized HR department. The HR staff that I was informed processed my personal data and were also participants of manipulating and/or removing data that would benefit my position in a legitimate settlement agreement contract discussion were Laura Haswell, Anne Stokle, and Gareth Jones who all worked under Nicholson.
Bjølseth and Reksnes both signed the forged Memo that is being processed within my personnel file. Nicholson was one of three who was directly implicated/named within the 20 September 2013 submitted grievance document. Nicholson seems to be the author/creator of the pertinent false instruments that are also being processed within my personnel file. Although, Cather and von Abendorff are recipients of most of the documents, as well. So, there was conspiracy and collusion in their creation. These documents were created to support a false narrative to base the fraudulent settlement agreement contract on. Nicholson and Cather were labeled as recipients of the Memo, even though they were two of the three implicated in the grievance document. No documents relevant to the settlement agreement contract negotiations, including the Memo, bear my counter-signature. This seemed to have passed by the view of lawyers and HR staff who processed these documents anyway. These documents were intentionally withheld to bypass my critique and/or objection. None are corroborated by e-mail or other evidence. But, they were approved and processed by all lawyers, including Richards and Pedersen.
Even though Nicholson and Cather were directly implicated within the content of the grievance document for issues such as defamation, the misuse of the performance management system, and of course workplace harassment and bullying, they were allowed to continue this corrupt behavior and bypass standard document authentication and process verification. Nicholson never really lost control of driving the illegal processes which were principal to the grievance document. Were they also directly involved with their own exoneration? If I have written or broadcast defamatory information about Secretary Richards, or anyone, then break the silence, protest, and prove what these falsehoods are. But, of course, one must also ask themselves why have you waited so long? Fiduciary duty is about serving the interest of the PGS/PGSUK stakeholders, including employees. It is not about what makes the personal Carl Richards feel damaged. The question for the directors and secretary of PGSUK is when will you begin fulfill your fiduciary duty? It starts with ending the silence and presenting the truth for all stakeholders. Were the processes and documents used to form a termination from employment legal and compliant? This is the only professional courtesy that really matters at his point.
Image file with David Nicholson seems to have signed both my original employment contract AND my settlement agreement contract. Nicholson was implicated along with Cather and von Abendorff, of workplace gang-bullying, harassment, and defamation through abusing their positions and misusing the performance management system to creation and disseminate of knowingly false and harmful personal data intended to blacklist me. The entire illegal termination was fraudulent, and what the perpetrators look like is of secondary importance.
The greatest homage we can pay to truth is to use it. ~ Ralph Waldo Emerson
With integrity, you have nothing to fear, since you have nothing to hide. With integrity, you will do the right thing, so you will have no guilt. ~ Zig Ziglar