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NZX censures Heritage Gold on Listing Rules breaches

Friday 27th April 2012

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NZX-listed miner Heritage Gold has been fined $15,000 and required to pay NZX legal costs of $6,158 after the exchange operator identified two breaches of its Listing Rules relating to independent directors and composition of the board audit and remuneration committee.

The company is in the process of raising up to $1.9 million in a share purchase scheme as part of a plan to hive off its Talisman Gold mine project as a new entity, and to relist the remainder of Heritage assets under a new vehicle.

A tiddler in NZX terms, Heritage said in its defence to the NZX Disciplinary Tribunal that the breach on audit committee composition had been inadvertent and did not materially disadvantage investors, while its failure to ensure there were two independent directors on the board at all times last year was in part due to the difficulty of attracting directors to the boards of mining companies after the Pike River disaster.

The tribunal said it viewed the breaches “very seriously”.  The audit committee breach had run for more than four years, between March 2007 and November 2011 and involved Heritage not ensuring there were at least three directors on the committee.

The independent director breach occurred between April 16 and August 2, the period between the resignation of independent director Warwick Grigor and his replacement by Ian Pringle.  During that time the Heritaqe Gold board had only one independent director, when the Listing Rules require at least two independent directors on a listed company’s board.

Heritage had approached another potential director before Pringle, who had turned the offer down.

The company submitted that “recruitment was challenging”, and that “suitable candidates were deterred from taking on a directorship with the company in light of the Pike River mine disaster on the West Coast, where the directors and senior management face substantial consequences and other recent decisions relating to the potential liability of directors.”

NZX submitted Heritage should have known of a possible departure from the board as Grigor had missed some meetings and had signalled he might be unable to continue.

The tribunal decision said the Pike River disaster and other recent decisions on director liability were “all the more reason to ensure that the board has the requisite number of independent directors at all times.”

Separately, Heritage yesterday announced the appointment of lan (Doug) Buerger and Paul Griffin to the Heritage Gold board, replacing Peter Atkinson and Geoff Hill.

It also extended the period for its share purchase plan offer to May 16, following a requirement to issue replacement application forms.


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