Independence can collapse overnight. Disclosure discipline is non-negotiable

26 Sep 2025

Executive Summary

Governance can unravel in weeks, not years. Recent NZX enforcement actions highlight three lessons for executives and Boards:

• Independence can collapse overnight. Being AI lost two independent directors, leaving its Board exposed. The result: trading suspended for two months, a $50,000 fine, and delayed capital-raising.
• Disclosure discipline is non-negotiable. Geneva Finance’s multi-year reporting lapses led to $80,000 in fines, systemic governance concerns, and reputational damage that far outweighed the penalty.
• Scrutiny is escalating. In each of the past three years, NZX has publicly censured issuers for governance or disclosure failures. The expectation is resilience as well as compliance.

The message is clear: Executives and Boards must anticipate cracks before they widen because regulators, investors and markets won’t wait.

Every company has its pressure points.

A Board meeting where tough questions land.

A results announcement when the numbers don’t quite line up.

A regulator asking for explanations you wish you’d prepared weeks earlier.

If you’re an executive or a director, you’ll recognise these moments. They’re the moments when governance frameworks are tested hardest and when small gaps can quickly become big risks.

Read the full article

If this resonates, Trevor Wairepo has written more about these cases in his newsletter, GC-as-a-Service Insights including the full case studies of Being AI and Geneva Finance, and practical steps executives and boards can take to anticipate cracks before they widen.