MMT sanctions Mayer (1116) and its former senior management for late disclosure of inside information
Once again the MMT has, wrongly in our view, fined a listed company for the failures of its directors, thereby punishing the shareholders from whom information was withheld. The MMT writes that the company's "culpability was its failure to have in place policies and guidelines" - but that is, of course, a failure of the directors to put those in place.
Market Misconduct Tribunal sanctions Mayer Holdings Limited and its former senior management for late disclosure of inside information
Issue date: 2023-12-21 16:38:28
The Market Misconduct Tribunal (MMT) has sanctioned Mayer Holdings Limited (Mayer) and nine of its former senior executives who were found to have failed to disclose inside information as soon as reasonably practicable as required under the Securities and Futures Ordinance (SFO). The sanctions were made following remitted proceedings after the Court of Appeal allowed appeals by Mayer and its directors against an earlier determination by the MMT (Notes 1 & 2).
In the remitted proceedings, the MMT found that Mayer had no written guidelines and/or internal control policies on the statutory requirements to timely disclose inside information, which resulted in its breach of the disclosure requirement. The MMT also found that the nine former senior executives had not taken all reasonable measures to ensure proper safeguards were put in place to prevent the breach and that their intentional, reckless or negligent conduct had resulted in the breach (Notes 3 & 4).
In recommending that the Accounting and Financial Reporting Council take disciplinary action against one of the former senior executives, Mr Tommy Chan Lai Yin, who is a member of the Hong Kong Institute of Certified Public Accountants, the MMT found that he had completely ignored his duties as Mayer’s company secretary to ensure the company’s compliance with the disclosure requirement and that his conduct reflected a reckless indifference to his responsibilities.
“Company secretaries of listed corporations also bear the primary burden to ensure that the listed corporations are in compliance with relevant disclosure requirements under the SFO. Together with company directors, they play a critical role in upholding transparency and adhering to regulatory obligations,” said Kenneth Luk, the Securities and Futures Commission’s (SFC) Acting Executive Director of Enforcement. “The SFC is committed to holding senior management accountable when their actions compromise the interests of the company and its shareholders.”
The MMT has ordered that:
- Mayer and the nine former senior executives pay a total fine of $4.65 million, ranging from $150,000 to $800,000 apiece;
- The nine former senior executives be disqualified from being a director or being involved in the management of a listed corporation or any other specified corporation for a period ranging from 20 to 30 months for each;
- The nine former senior executives attend an SFC-approved training programme on compliance with corporate disclosure requirements under the SFO, directors’ duties and corporate governance; and
- The Accounting and Financial Reporting Council be recommended to take disciplinary action against Mayer’s former company secretary and financial controller Tommy Chan.
- The statutory corporate disclosure laws under Part XIVA of the SFO require listed corporations to disclose inside information to the public as soon as reasonably practicable and their officers to take all reasonable measures to ensure that proper safeguards exist to prevent the breach of the disclosure requirements.
- The nine former senior executives are: former chairman and executive director, Mr Hsiao Ming Chih; former company secretary and financial controller, Mr Tommy Chan Lai Yin; former executive directors, Mr Lai Yueh Hsing, Mr Chiang Jen Chin and Mr Xue Wenge; former non-executive director, Mr Li Deqiang; former independent non-executive directors, Mr Huang Jui Hsiang, Mr Lin Sheng Bin and Mr Alvin Chiu.
- For more details, please see the SFC’s press releases dated 7 February 2017, 5 April 2017 and 9 August 2023.
- The MMT’s report is available on its website (www.mmt.gov.hk).
- The MMT will determine sanctions in relation to costs at a later stage.
- Advance Century Development Limited
- HKSAR Market Misconduct Tribunal 香港特別行政區市場失當行為審裁處
- MAYER HOLDINGS LIMITED
- Chan, Tommy Lai Yin 陳禮賢
- Chiang, Jen Chin 蔣仁欽
- Chiu, Alvin 趙熾佳
- Chiu, Calvin Wing Ning
- Hsiao, Ming Chih 蕭敏志
- Huang, Jui Hsiang 黃瑞祥
- Kwok, Kenneth Hing Wai 郭慶偉
- Lai, Yueh Hsing 賴粵興
- Li, Deqiang 李德強
- Lin, Sheng Bin 林聖斌
- Lu, Wen Yi 呂文義
- McWalters, Ian Charles 麥偉德
- Xue, Wenge 薜文革
- Yau, Leroy
- Yuen, Thomas Wai Kee 袁偉基