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May 27, 2015 12:44 AM ET

Company Overview of New Zealand Markets Disciplinary Tribunal

Company Overview

Wellington,  6243

New Zealand

Key Executives for New Zealand Markets Disciplinary Tribunal

Executive Counsel and Counsel of Special Division
Deputy Chairman of the Special Division and Deputy Chairman of the Appeal Panel
Chairman of the Special Division and Chairman of the Appeal Panel
Member of the Special Division and Member of the Appeal Panel
Member of the Special Division and Member of the Appeal Panel
Compensation as of Fiscal Year 2014.

New Zealand Markets Disciplinary Tribunal Key Developments

NZ Markets Disciplinary Tribunal Fines Pyne Gould Corporation

Pyne Gould Corporation (PGC) has been fined and publicly censured by the NZ Markets Disciplinary Tribunal. It is PGC's third referral to the tribunal in the last 12 months, and follows a breach of NZX listing rules. The tribunal said that it had approved a settlement agreement in respect of PGC's breach of the main board listing rules of the sharemarket operator. The settlement was between the operator NZX and PGC, controlled by majority shareholder and managing director George Kerr. Last year PGC was censured and find for late filing of its annual report for 2014, a breach of listing rules. Separately the NZX on November 3, 2014, became aware that PGC had failed to comply with its obligations to have at least two independent directors, and have a majority of independent directors on its audit committee. PGC had admitted the breaches and accepted the penalties, the tribunal said. These include a public censure, paying the costs of the tribunal and contributing $960 towards the costs of NZX.

NZ Markets Disciplinary Tribunal Approves Settlement Agreement Between NZX Limited and Pyne Gould Corporation Limited

The NZ Markets Disciplinary Tribunal (Tribunal) has approved a settlement agreement between NZX Limited and Pyne Gould Corporation Limited dated 25 March 2015 (Settlement Agreement) in respect of PGC's breach of NZX Main Board Listing Rules (Rules) 3.3.1(c) and 3.6.2(c). On 3 November 2014, NZX became aware that PGC had failed to comply with its obligations under Rule 3.3.1(c) by failing to ensure that PGC had at least two Independent Directors, and Rule 3.6.2(c) by not having a majority of Independent Directors on its Audit Committee. PGC has admitted the breaches and accepts the penalties outlined below. On 3 October 2014, PGC received notice that Mr. Gregory Bright, an Independent Director of PGC, was resigning from PGC's Board and Audit Committee. Mr. Bright's resignation was to take effect on 31 October 2014. On 22 October 2014 NZX wrote to PGC, raising the issue of Mr. Bright's impending resignation, and the implications for PGC having regard to its obligations pursuant to Rules 3.3.1(c) and 3.6.2(c). As at close of business on 31 October 2014, PGC had not announced the appointment of a new Independent Director to either its Board or Audit Committee. On 3 November 2014, NZX wrote to PGC, notifying PGC that NZX now considered PGC to be in breach of Rules 3.3.1(c) and 3.6.2(c). On 7 November 2014, PGC advised the market that it had appointed Michelle Smith as an Independent Director to sit on both its Board and Audit Committee, effective immediately. Under Rule 3.3.1(c), PGC must ensure that its Board includes at least two Independent Directors. Under Rule 3.6.2(c), PGC must ensure that its Audit Committee has a majority of Independent Directors. From the date of Mr. Bright's resignation on 31 October 2014 until 7 November 2014, PGC had only one Independent Director on its Board and did not have a majority of Independent Directors sitting on its Audit Committee. PGC accepts that it breached its obligations pursuant to Rules 3.3.1(c) and 3.6.2(c). NZX and PGC have reached a settlement and agreed that: This public censure by the Tribunal will be made. PGC will pay the costs of the Tribunal (plus GST, if any). PGC will contribute $960 towards the costs of NZX (plus GST, if any). The Settlement Agreement is approved by the Tribunal pursuant to Rule 10 of the NZ Markets Disciplinary Tribunal Rules, and as such, the Settlement Agreement is the determination of the Tribunal.

New Zealand Markets Disciplinary Tribunal Orders Pyne Gould Corporation Limited to Pay Fine of $8,000 to NZX Discipline Fund

NZX Regulation (NZXR) noted the public censures released by the New Zealand Markets Disciplinary Tribunal (NZMDT) in relation to Pyne Gould Corporation Limited (PGC). NZXR referred PGC to the NZMDT following Michael Carolan's resignation as a non-Independent Director of PGC in July 2014. NZMDT subsequently found that PGC had breached NZX Main Board Listing Rule 3.3.1(b) by failing to ensure the composition of its Board includes at least two Directors who are ordinarily resident in New Zealand. NZXR and PGC entered into a settlement agreement in relation to this breach. NZMDT approved that settlement. NZMDT publicly censured PGC and ordered it to pay a fine of $8,000 to the NZX Discipline Fund together with costs.

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