“...you cant just hang withheld information in a report on just one person...”
Well actually you can. Because ASIC alleged it was Singleton who failed in his diligence and duty of care to disclose; they did not allege this of any other director. A board cannot know what is in the minds or on the desks of its CEO & CFO until it is told to them. They were told - according to ASIC’s timeline - on Sat 28 Jun. Yes, the company as a whole must then carry the can for the executive’s failures (and rightfully so) but you can’t argue a grand conspiracy without evidence, and ASIC clearly didn’t unearth any or other individual directors would’ve been singled out too.
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...Its incumbent on the whole board to read and know the report contents...”
And they did: on Saturday 28 Jun. They then placed the securities into a trading halt after receiving that report.
The timeline, and what ASIC alleged:
- A proposal to review the financial forecasts around LCS completion was presented to the 28 Apr board meeting.
- The review was undertaken in May & Jun.
- The CEO (Singleton) & CFO (Jason) were most probably aware of the likelihood of a material profit writeback from at least 4 Jun 2016.
- The report and the issue of the profit writeback was presented to the board on Sat 28 Jun.
- The company then put its securities into a trading halt on the Mon morning, 30 Jun.
- The board met again on 1 Jul to look further at the results of the review and their impact.
- The market was then informed by way of ASX announcement on 4 Jul of the profit writeback and resumed trading.
Regarding your backhander over me saying $650K is pretty inconsequential, my favourite QC/commercial barrister charges $20K per day as his appearance fee alone. Going to trial over this, with an uncertain outcome, would cost Austal (and, by virtue, shareholders like me - but obviously not you) much more than $650K imo.
“...
the board of ASB failed to fully disclose information that adversely affected the ability of shareholders to make investment decisions...”
How so? As above, the board was given the info from Singleton on Sat 28 Jun and they halted on Monday, had another board meeting to get to the bottom of it while in suspension, and then released the material information on the Friday after which trading resumed. ASIC never alleged the board conspired to withhold information.
