The Federal Court has ordered Campbell Nicholas, the former CFO and company secretary of Noumi, when it was trading as Freedom Foods Group, pay a $100,000 penalty and be disqualified from managing corporations for four years.
Nicholas was found to have been knowingly involved in Noumi’s continuous disclosure breaches, breached his duties as an officer of Noumi, and to have given false or misleading information to Noumi’s directors and auditors.
He didn’t file a defence and admitted to the contraventions.
Federal Court Justice Ian Jackman said Nicholas’ contraventions were a course of conduct that spanned eight months and two financial reporting periods.
“It therefore cannot be said to be isolated, or a momentary lapse in judgement,” Jackman said.
“Nicholas held senior positions of responsibility within FFG, being Chief Financial Officer, Company Secretary and a Disclosure Officer under FFG's Continuous Disclosure Policy. The relevant information (being inventory and revenue information) was the very information Mr Nicholas was responsible for monitoring during the period of contraventions.
“Inventory information was monitored through inventory reports, and the revenue information was monitored through accounts receivable reports. The information, by its nature, was critical to FFG as a consumer goods business. It was readily available to Mr Nicholas including on the Power BI app on his phone and desktop computer. Despite the availability and importance of the information, Mr Nicholas failed to inform the Board of its existence,” he said.
ASIC deputy chair, Sarah Court, said, “The matter represents a serious breach of Mr Nicholas’ legal and ethical obligations. Mr Nicholas was involved in the day-to-day management of the company and held a senior position which increases the seriousness of his conduct.”
The finding was the latest chapter in ASIC’s case against Noumi regarding the value of its inventories in its financial reports for FY19 and first HY20, along with the overstatement of its HY20 disclosed revenue and disclosed profit.
In August, the court approved the $5 million civil penalty agreement between Noumi and the Australian Securities and Investments Commission (ASIC) on the matter.
Australian Securities and Investments Commission v Noumi Limited (No 4) [2024], FCA 1192, 17 October 2024
Noumi settles class action
Noumi says it has reached an agreement to settle the consolidated class action brought against the company and its former auditor, Deloitte Touche Tohmatsu. It will provide details of the settlement once its conditions have been satisfied and the Victorian Supreme Court approves it.
