Sealegs fined $8,000 by NZX over shortfall of independent directors

Wednesday 24th December 2014

Sealegs Corp, the amphibious vehicle maker, has been fined $8,000 and publicly censured by the New Zealand Markets Disciplinary Tribunal after failing to maintain the minimum number of independent directors on its board.

Under listing rules, companies must have at least two independent directors and at least three members on its audit committee, of which the majority must be independent. The stock market operator and regulator pinged the Auckland-based company after it took 10 weeks to replace independent director Michael Beagley, during which time it only had two board members, including one independent director, according to the public censure notice.

After Beagley announced his intention to resign on August 18, Sealegs applied for a temporary retrospective waiver from listing rules in September, which NZX formally declined in October. In mid-November the company appointed former cabinet minister Wayne Mapp to its board as a non-executive independent director, and to also sit on the audit committee.

On the same day as Mapp's appointment, Sealegs founder David McKee Wright returned to join the board and head the company after its chief executive David Glen resigned for undisclosed reasons.

Mapp's joining the board, the censure notes, came after Sealegs raised $1.27 million in capital at the start of November, when Jersey-based investor Pirlinton Holding bought 8.5 million shares at 15 cents apiece taking the investor's stake to 11 percent. Shares of the company last traded at 12.5 cents and have declined 18 percent since the start of the year.

In its determination, the tribunal said aggravating factors included the length of time Sealegs was in breach of the rules and that it only notified NZX of the breaches and applied for the waiver some four weeks after Beagley flagged his resignation. In reaching a settlement, NZX's regulator said mitigating factors included the breaches had been rectified and the company had not been referred to the tribunal before and there was no evidence any investor had been adversely affected. Sealegs told the tribunal that Beagley's resignation had been unexpected and due its size it had difficulty finding a replacement.

As part of the settlement Sealegs has agreed to pay the costs of the Tribunal as well as contributing $640 towards the costs of NZX. Its fine will be paid into the NZX Discipline Fund.

BusinessDesk.co.nz

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