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Pyne Gould censured, fined, for breaching corporate governance rules

Pyne Gould Corp, which lost one of its New Zealand resident directors in July, was censured and fined by the stock exchange disciplinary body for breaching corporate governance rules by failing to notify the exchange or seek an exemption in a timely manner.

Director Michael Carolan resigned from the investment company's board on July 7, sparking a query from the stock market operator NZX on July 22 to confirm the identity of its two New Zealand resident directors, as required in listing rules. Pyne Gould subsequently applied for a retrospective temporary waiver from the requirement on July 29, three weeks after the event, saying it hadn't been aware of Carolan's intention to resign ahead of time and was seeking to appoint a second New Zealand resident director to comply with listing rules.

The NZX declined to grant the waiver and Noel Kirkwood was appointed as the company's second New Zealand director on Aug. 27, about seven weeks after Carolan's resignation.

The NZX Markets Disciplinary Tribunal said Pyne Gould accepted it breached the rules, and publicly censured the company, imposing an $8,000 penalty for the rule breach, plus tribunal costs and $3,200 towards NZX costs, it said in a statement.

"The tribunal considers breaches of the corporate governance provisions of the rules a serious matter," it said. "The corporate governance provisions are important for the integrity of the market and give investors confidence that directors have been appointed to represent shareholder interests. A breach of the corporate governance rules can bring NZX and the market into disrepute."

Guernsey-based Pyne Gould, which is controlled by managing director George Kerr, had its shares temporarily suspended last month when it was late filing its annual report. The report was subsequently tagged by auditors PwC and showed a bigger decline in profit than in the preliminary results released in August.

The company's shares last traded at 39.5 cents and have declined 18 percent this year.