'Unresponsive' Pyne Gould censured again by NZX Tribunal

Tuesday 7th April 2015

Pyne Gould Corp, whose 2014 accounts are being looked into by the Financial Markets Authority, has been censured by the NZ Markets Disciplinary Tribunal for its second breach of corporate governance rules in recent months.

The asset management firm controlled by managing director George Kerr breached NZX listing rules by failing to ensure it had at least two independent directors, who were required to be in the majority on its audit committee, between Oct. 31 and Nov. 7. The gap occurred after Gregory Bright resigned on Oct. 3, effective Oct. 31. Pyne Gould, which admitted the breaches, appointed Michelle Smith as a replacement on Nov. 7.

The tribunal said in determining the settlement, which included paying its costs, $960 toward NZX's costs and the censure, that it considered "certain aggravating factors." It was Pyne Gould's third referral to the tribunal in the past 12 months and the second covering corporate governance in recent months.

While the company remedied the breach within five business days, it was "unresponsive to NZX Regulation correspondence." It also failed to respond to an NZX letter of Oct. 22 regarding the looming breach and a Nov. 3 letter when it was in breach, other than by announcing the appointment of a director, the tribunal said.

Mitigating factors included that Bright's departure was sudden and unexpected, the breach was only for five business days and there were no general or audit meetings in that period. There was no evidence investors had been adversely affected by the breaches and Pyne Gould subsequently hired an external adviser to help ensure no further breaches, it said.

In January, the Guernsey based firm was fined and censured over delays to its annual report, which was tagged by auditor PwC over the firm's inability to obtain sufficient information about Pyne Gould's investment in Torchlight Group and Torchlight Fund. On that occasion, Pyne Gould settled with the tribunal for a public censure, a $50,000 penalty plus the tribunal's costs and $1,920 towards costs incurred by NZX.

In November, it was publicly censured and fined $8,000 penalty, plus tribunal costs and $3,200 towards NZX costs, in November after the resignation of director Michael Carolan on July 7 left the company short of a listing rule requirement of two New Zealand resident directors, which it failed to advise NZX.

In February, the FMA said it was looking into the company's 2014 accounts after it recognised a $22 million gain on the sale of Perpetual Trust which was apparently due once new owner Bath Street Capital listed the business on the NZX, which hasn't happened.

Kerr fell short of his target when he attempted to take PGC private in 2012. At the time of his offer he had warned that the company wouldn't contemplate paying dividends as it sold assets and that retail investors could face a bumpy road as he took PGC in directions that wouldn't necessarily generate quick profits.

Pyne Gould shares last traded at 34 cents, valuing the company at about $70 million, and have declined 17 percent in the past 12 months.

BusinessDesk.co.nz

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