OK then, here goes. Please do also send same/similar (be careful & do not make defamatory statements) to ASX.
Email sent to:
[email protected]with subject: SSN Corporate Governance
To: Mgmt of ASX Trading
RE: SSN Corporate Governance
SSN is presently in suspension and has been for over 1 year from its original application for voluntary suspension (16th April, 2018). The ASX advised that SSN failed to comply with ASX Listing Rule 17.5 (failure to lodge financial statements by due date) which results in suspension and furthermore that when such required statements were lodged they came with disclaimers of opinion from SSN's auditors with respect to SSN's ability to continue as a going concern and as such it is the usual practice of the ASX to suspend the entity until it demonstrates compliance with ASX Listing Rule 12.2
SSN, in its 2018 annual report, claims compliance with the principles of the ASX Corporate Governance Statement as noted in the Annual Report (pp. 19 -26) lodged Oct 30, 2018 and Appendix 4G also lodged Oct 30, 2018. Contained within that statement are
Principle 5 - Make timely and balanced disclosuresI would note the requirement of
"The Company recognises the importance of ensuring its continuous disclosure requirements are met, ... The Company Secretary has been nominated as the person responsible for communications with the Australian Securities Exchange (“ASX”). This role includes responsibility for ensuring compliance with the continuous disclosure requirements in the ASX Listing Rules and overseeing and co-ordinating information disclosure to the ASX, analysts, brokers, shareholders, the media and the public."It is my complaint that SSN has not met its continuous information disclosure requirements by failing to notify shareholders that it is no longer in any form of "Voluntary Suspension" but has been for some time (from the time it failed to lodge its financial statements on time) in an ASX imposed "Suspension from Trading" because the ASX is not satisfied that it can operate as a going concern. This is a serious matter. The Company Secretary is not a inexperienced person having served as Director/Company Secretary on numerous ASX-list companies (per his bio in the annual report).
Principle 6 –Respect the rights of security holders"The Consolidated Entity actively seeks to provide its security holder appropriate information and facilities to allow them to exercise their rights as security holders effectively.... The Company actively promotes communication with shareholders through a variety of measures, including the use of the Company’s website and email."I did seek clarification from the company on the suspension status with an email sent on April 23 and again on April 24 (after having received the initial ASX response) but to date have not received any response. I would expect at least an acknowledge of receipt and a response with 48 hours given the technology in use today. It is my complaint that SSN is therefore not compliant with Principle 6 in its lack of timely response to a serious compliance matter.
I might also be inclined to draw attention to the Credit Facility which SSN has agreed to in its recent refinancing, which in some respects puts the lender in some form of a "Supervisory Board" position as it has the ultimate budget approval authority - contradicting Principle 1 and specifically where the Board has approval of operating budgets and major capital expenditure.
If this misconduct report comes across as a "disgruntled shareholder complaint" then it has been misunderstood. I have many Oil & Gas investments and am fully aware of the risks in such investments. However, I do expect the company to be transparent in its reporting, to be compliant with its governance responsibilities and the regulatory authorities to act accordingly (as the ASX has done with enforcement of Listing Rule 12.2).
Regards,
XXXX
SSN Shareholder
