ASIC Commences Proceedings Against ISX and JK, page-615

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itzgr82balive

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10/12/20

19:01

Post #: 49493241
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Originally posted by naomhan: ↑

"The terms for earning the performance shares were explicitly approved by the shareholders in 2013 after being explicitly advised by the independent advisor".

Agreed. But if the directors achieve these by breaching their Corps Act responsibility to act in the interests of shareholders, then it'd be ridiculous for them to profit from it. It is 100% illegal for a company director to act in their own interests or the interests of a third party over the interests of shareholders. We still try to line up these interests, and that's the point of things like performance shares (it's called "positive accounting theory), but it isn't a perfect system, and when directors act contrary to the interests of shareholders to benefit themselves, it is a breach of their fiduciary responsibilities. Revenue based targets are fine. But the idea is to drive growth (and therefore company value) for the benefit of shareholders in a win/win.

In this circumstance, it is alleged that JK and co deliberately entered contracts that had little to no benefit to shareholders for the purposes of achieving revenue based targets. If this is found to be the case, the directors have deliberately increased their own shareholdings by diluting their shareholders, without increasing the value of the company. Again, if this is found to be true, it is both unethical and illegal.

"And who is to define what is "ordinary revenue"?"

IAS18. It's a global standard.

Sincerely, your friendly local Chartered Accountant.

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Two answers to that post @naomhan
1. Two of the four contracts produce future revenue so it would be really difficult to prove that shareholders did not benefit from the 2018 revenue.
2. I should have been more precise, who is going to define what ISX's ordinary operating revenue is? I would think ISX. ISX had installed and set-up systems prior to 2018 and have done so since. Delivering software is part of ISX's ordinary business. Standard & Poor's classifies ISX in the General Industry Classification of "application Software" ISX must onboard customers in order to get GPTV.

ISX Price at posting: $1.07 Sentiment: Buy Disclosure: Held
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