ASIC takes stock exchange to court for alleged ‘very significant corporate governance failure’

by Admin
August 14, 2024

In short:

ASIC is suing the Australian Securities Exchange for allegedly making misleading announcements about the progress of a significant technology upgrade.

It is the first time the corporate cop has progressed legal proceedings in relation to this matter.

What’s next:

ASIC is yet to determine the penalty it will seek for ASX’s alleged contraventions.

The nation’s corporate cop is taking the Australian stock exchange to court — suing it for allegedly making misleading statements about the progress of a major technology upgrade.

It is known as CHESS to share market participants, or the Clearing House Electronic Sub-register System.

To ordinary folks, it is the equivalent of the till or EFTPOS machine at the shops for those buying and selling shares on the stock exchange.

“CHESS is an integral part of the system,” investor Henry Jennings said.

“All investors are familiar with it from CHESS statements coming in the post, etc.”

ASX bosses decided to upgrade the stock exchange’s clearing and settlement system in 2015.

The upgrade was aimed at ensuring anyone trading shares would have their transactions settled by a safe, secure and world-class processing system.

It was an ambitious plan to introduce blockchain technology to bring the back-of-house operation into the digital financial world.

“It really is back-end [technology] for most people, but it is an integral part of the system and it needs to be trusted, it needs to be correct,” Mr Jennings said.

That trust, ASIC says, was damaged in February 2022 when the stock exchange updated the public on its progress.

It told the market its tech upgrade was on track when, ASIC says, it was not.

ASIC is now suing the Australian Securities Exchange, or ASX, in the Federal Court.

It is alleging that comments from the ASX in February 2022, that the CHESS project remained “on track for go-live” in April 2023 and was “progressing well”, were misleading.

ASIC chairman Joe Longo told the ABC the ASX needed to be held responsible.

“[The] ASX over a long period of time were reassuring both us and the market that the CHESS replacement program was going smoothly, was progressing,” he said.

“And those assurances were given right up until February 2022.

“And frankly, I am very disappointed and the market is very disappointed that the CHESS replacement program wasn’t going as well as ASX was saying.”

The ASX has now taken new steps to replace the CHESS system and it has made a number of changes to its corporate governance structure.

In a statement, ASX managing director and CEO Helen Lofthouse said: “We recognise the significance and serious nature of these proceedings.”

“We cooperated fully with ASIC’s investigation and are now carefully reviewing and considering the allegations.”

But ASIC said court proceedings were necessary to send a message about the seriousness of ASX’s alleged misconduct.

“We want to hold ASX to account for a very significant corporate governance failure,” Mr Longo said.

“They are the leading market operator, they are the listing authority, they are self-listed, they are holding everyone else to account for market announcements and standards of corporate governance.

“So this case is all about holding ASX itself to account, for its announcements to the market and for its corporate governance.”

Mr Jennings said major Australian financial institutions had invested time and money preparing their systems for the new ASX technology.

He said the upgrade had left a bad taste in the mouths of market participants.

“The ASX share price itself has suffered and I think generally brokers have been lamenting this because they were getting ready for a new system,” he said.

“They’d invested money to interact with a new system and then of course the new system isn’t quite on time, on budget, or anywhere near ready.

“So it has affected, I think, the investment community.”

It is not the first time ASIC has cracked down on the ASX.

In March this year, it announced the exchange had copped more than $1 million in fines for breaching compliance and market integrity rules.

Shares in the stock exchange fell 4 per cent on the news.