Release Date: 17th June 2015
To access the original FCA document, click here.
Summary
The FCA fined Asia Resource Minerals plc (ARM), formerly Bumi plc, £4,651,200 for inadequate systems and controls to comply with listing obligations, breaching various listing rules, and failing to identify related party transactions valued at just over £8 million. The FCA identified serious breaches of Listing Principle 2, Listing Rules 8 and 11, and Disclosure and Transparency Rule 4 between 28 June 2011 and 19 July 2013.
ARM failed to establish and maintain adequate procedures to comply with listing obligations, resulting in the inability to identify related party transactions and failure to publish its 2012 Annual Financial Report within the required timeframe. These failures led to the suspension of ARM’s shares for three months.The FCA’s investigation revealed that ARM’s lack of robust systems and controls failed to protect minority investors, as large shareholders and directors could unfairly benefit from their positions. ARM’s structure and subsidiary relationships increased the risk of related party transactions, which were not adequately managed.
Key Takeaways for Other Firms:
- Robust Systems and Controls: Establish and maintain adequate procedures to comply with listing obligations and identify related party transactions.
- Timely Reporting: Ensure timely publication of financial reports and transparency in financial disclosures.
- Protect Minority Investors: Implement measures to protect minority investors from potential conflicts of interest involving large shareholders and directors
- Consult Sponsors: Seek guidance from a sponsor when entering transactions that may involve related parties to ensure compliance with listing rules.
- Regular Reviews: Conduct regular reviews of systems and controls to identify and mitigate risks of non-compliance.
By adhering to these principles, firms can maintain investor confidence, ensure compliance with regulatory standards, and avoid substantial penalties.