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BURSA MALAYSIA SECURITIES PUBLICLY REPRIMANDS NAKAMICHI CORPORATION BERHAD AND FINES 4 DIRECTORS A TOTAL OF RM545,600

04 Aug 2017

KUALA LUMPUR, 4 AUGUST 2017 - Bursa Malaysia Securities Berhad (635998-W) (Bursa Malaysia Securities) has publicly reprimanded NAKAMICHI CORPORATION BERHAD (NAKA) and its 4 directors for breaches of the Bursa Malaysia Securities Main Market Listing Requirements (Main LR). In addition, the 4 directors of NAKA were also fined a total of RM545,600.

NAKA was publicly reprimanded for committing breaches of paragraphs 9.22(1) and 9.23 read together with paragraph 9.28(1) of the Main LR where NAKA had failed to announce and/or issue the following financial statements within the timeframe of 18 September 2015 stipulated by Bursa Malaysia Securities:-

NAKA was also required to ensure:-

(a)   all its directors and the relevant personnel of the company attend a training programme in relation to compliance with the Main LR particularly pertaining to financial statements; and

(b)   its Board of Directors review and assess the adequacy and competency of its finance and accounting resources and adequacy, comprehensiveness and effectiveness of the company’s policies and procedures in respect of financial reporting and implementation of the same.

The following penalties were imposed on the 4 directors of NAKA for breaching paragraph 16.13(b) of the Main LR where they had permitted NAKA to commit the above breaches: -

No.

Director

 

Penalties Imposed

1.

See Thoo Chan

Non-Independent & Non-Executive Chairman

(Appointed on 19 March 2013)

Public reprimand and total fines of RM248,000

2.

Darren Solomon Low Jun Ket

Executive Director

Appointed on 19 March 2013

Public reprimand and total fines of RM99,200

3.

Goh Tai Wai

Independent Non-Executive Director & Audit  Committee Member

Appointed on 18 April 2014

Public reprimand and total fines of RM99,200

4.

Mak Siew Wei

Independent Non-Executive Director & Audit Committee Member

Appointed on 1 August 2008

Public reprimand and total fines of RM99,200


The finding of breach and imposition of the above penalties on NAKA and its directors were made pursuant to paragraph 16.19 of the Main LR upon completion of due process and after taking into consideration all facts and circumstances of the matter including the materiality / impact of the breach to NAKA and shareholders / investors and the role, responsibilities, knowledge and conduct of the directors.

Bursa Malaysia Securities views the contraventions seriously as the timely and accurate submission of financial statements is one of the fundamental obligations of listed companies and is of paramount importance in ensuring a fair and orderly market for securities traded on Bursa Malaysia Securities and necessary to aid informed investment decisions. 

Bursa Malaysia Securities has also reminded NAKA and its Board of Directors of their responsibility to maintain appropriate standards of corporate responsibility and accountability to its shareholders and the investing public.

BACKGROUND

NAKA had on 29 May 2015 announced that as Tamabina Sdn Bhd (Tamabina), its 51% owned major subsidiary had been wound-up via a Court Order dated 3 February 2015 by the High Court of Sabah and Sarawak, the Company was in the midst of preparing all the outstanding financial statements to comply with the Main LR by writing off the 51% investment in Tamabina.

Bursa Malaysia Securities had on 10 July 2015 allowed NAKA to submit all the outstanding financial statements by 18 September 2015 as requested.  However, NAKA had only submitted the financial statements after a delay of approximately 1.5 – 5.5 months. 

NAKA had blamed the actions of the former director/chief executive officer and chief financial officer who had deprived NAKA of its full financial records particularly the financial records of Tamabina and the external auditors for the delay.  However, the delay in submission of the financial statements by the stipulated timeframe of 18 September 2015 was in fact due to NAKA’s failure to:-

The directors were found to be in breach of their obligations under paragraph 16.13(b) of the Main LR where they had permitted NAKA’s failure to announce/issue the financial statements by 18 September 2015 premised on the following:-

  1. The respective roles and responsibilities of the directors in respect of financial management including the preparation and finalization of the financial statements of the company –
    • See Thoo Chan was the director primarily responsible for the financial management of NAKA;
    • Darren Solomon Low Jun Ket was the Executive Director of NAKA in-charge of the day to day operations of the company; and
    • Goh Tai Wai and Mak Siew Wei were the Independent Non-Executive Directors of NAKA and members of the Audit Committee who had the specific function under the Main LR to, amongst others, review the financial statements of NAKA.

  2. The conduct of the directors where -
    • notwithstanding the various communications and engagements by the external auditors with the company, clear legal obligations for proper accounts to be kept, the directors had failed to demonstrate that (i) proper structure/framework was in place to ensure proper records were kept and maintained; (ii) proper records were provided expeditiously to facilitate proper auditing as well as (iii) take reasonable steps/efforts to provide and resolve all issues expeditiously to ensure timely announcement/issuance of the financial statements; and
    • in addition, Goh Tai Wai, Mak Siew Wei and Darren Solomon Low Jun Ket had failed to demonstrate that they had taken reasonable efforts to inquire, follow up, monitor, supervise and address/resolve the issues to enable timely submission of the financial statements.  There were clearly lapses of supervision/close monitoring by the directors as to the clear timeframes for submission of the financial statements particularly as there was no/minimal involvement/supervision by the directors despite the long delays including lack of deliberation by the board or inquiry by the directors on the issues.  Their mere reliance on See Thoo Chan and the external consultant to finalise the financial statements which gave rise to the failure and/or delay in addressing the issues was not acceptable in the discharge of their obligations and tantamount to abdication of their responsibilities.