Sealegs was censured for taking too long to replace an independent director on its board. Photo / Dean Purcell
Sealegs was censured for taking too long to replace an independent director on its board. Photo / Dean Purcell
Sealegs, the amphibious vehicle maker, has been fined $8000 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 itsaudit 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.
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 that the breaches had been rectified, that the company had not been referred to the tribunal before, and that there was no evidence any investor had been adversely affected.
Sealegs told the tribunal that Beagley's resignation had been unexpected and it had had difficulty finding a replacement. As part of the settlement - released on Christmas Eve - Sealegs agreed to pay tribunal costs and contribute to NZX costs.
