...my point exactly... this is the only company I've emailed in the last 20 years, in the capacity as shareholder, who totally abrogate their responsibilities to communicate to shareholders...another reason why Mr Verner & the Chairman (Jim Askew) will pay be forced to hand over their personal assets when we go after them post the class action....should they decide to continue this suicide mission.... I know of a few lawyers that are already very interested... so it is up to them how their next 2-5 years are going to look...retired & wealthy...or stuck in courts followed by bankruptcy...
Companies act & ASX regulations stipulate:
The key duties of directors (Mr Verner et al) are to: ■ act in good faith in the best interests of the company; ■ exercise their powers for the purposes for which they were conferred; ■ act with reasonable care and diligence; ■ avoid conflicts of interest; and ■ not improperly use company information or their position to gain an advantage for themselves or someone else or to cause detriment to the company.
Functions of the board of directors (Mr Askew et al): The board’s functions depend on the circumstances of the company and may include to: ■ appoint and reward the company’s chief executive; ■ set goals, formulate strategy and approve business plans for the company; ■ approve annual budgets and key management decisions (such as decisions on major capital expenditure, business acquisitions, restructuring and refinancing); ■ monitor management performance and business results; ■ set and review policies for member communication and to provide reports to members; and ■ set and review budgetary control and conformance strategies.
Bottom line:
Based on the above, both Mr. Askew & Verner are in breach of preponderance of most of these now that they have taken out debt for a 12 month cash suicide mission, when it is axiomatic that these actions would be detrimental to the shareholders. And add ignoring communication shareholder to that list as well...
Liability for involvement in a contravention Where certain provisions of the Corporations Act (such as those discussed in sections 6 and 9) are contravened, a director (or any other person) who is “involved” in the contravention may also be liable. A person is involved in a contravention if they aid, abet, counsel, procure or induce the contravention, are knowingly concerned in or party to the contravention, or conspire with others to effect the contravention. Similarly, a director (or any other person) who aids, abets, counsels or procures the commission of any criminal offence is taken to have committed the same offence themselves.
Consequences of contravention A director who breaches their duties or other obligations may be liable to significant consequences including: ■ pecuniary penalties (fines); ■ liability to compensate the company or others for loss suffered; ■ liability to account to the company for profits made by the director; and ■ disqualification from managing companies.
If a director’s breach of duty constitutes an offence (which often, but not always, involves dishonesty), the director is also liable to substantial criminal penalties. In civil proceedings only, the court has discretion to excuse a director from certain liabilities if the director acted honestly and ought fairly to be excused for a contravention.
...so resend those email...warn them of the above...and file it... it will help your personal claim against them later...but for all you know they are expecting to be be unemployed soon after the take-over...and has basically given-up...and the reason why they appear to be abrogating their responsibilities ...but this is while they are still being compensated....
...Saying that, hopefully these two will realise their mistakes and course-correct... current salient facts don't lie:
(20min delay)