TLDR: Being AI has been publicly censured and fined $50,000 by New Zealand’s Markets Disciplinary Tribunal for failing to comply with NZX governance rules regarding board and audit committee composition. The breaches followed the unexpected resignations of independent directors, leading to a two-month period of non-compliance.
New Zealand’s Markets Disciplinary Tribunal (MDT) has publicly censured and fined Being AI $50,000 for significant breaches of NZX governance rules. The tribunal’s decision, announced on September 1, 2025, highlights the company’s failure to maintain the required composition of its board and audit committee for a period of two months.
The issues arose following the sudden resignations of independent directors, including Andrew Higgs, which left Being AI in violation of NZX Listing Rules. The MDT approved a settlement reached between Being AI and NZX’s regulatory arm, NZ RegCo, addressing these governance shortfalls.
In addition to the $50,000 penalty, Being AI has agreed to cover the costs incurred by both NZ RegCo and the tribunal. The MDT emphasized the seriousness of the five breaches, noting that they ‘deprived the board of its ability to govern during a tumultuous time’ for the business. The tribunal also stated that the governance requirements are crucial for providing ‘security holders with important safeguards and protections,’ and compliance is a ‘fundamental obligation’ for all equity issuers.
The breaches led to a suspension of trading in Being AI’s shares by NZ RegCo on February 3, with trading only resuming in April. This suspension, according to the tribunal, likely ‘eroded market confidence.’ While the initial penalty considered was $85,000, the amount was reduced to $50,000 due to mitigating factors, including Being AI’s self-reporting of the issues.
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However, the tribunal also noted an aggravating factor: Being AI had previously breached NZX rules in 2024. This was deemed ‘particularly concerning’ given that the company had only been listed since April 2024. Being AI has since remedied the breaches, with the appointment of three new independent directors—Michael Stiassny, Greg Cross, and Steve Phillips—on March 31. The company stated that it ‘cooperated fully with NZ RegCo’s investigation and reached a settlement with NZX Limited, which was approved by the tribunal.’
