BRIGHTON, England, May 10 /PRNewswire-FirstCall/ -- Futuremedia plc (NasdaqCM: FMDA), a leading learning and brand communications provider, today announced changes in the composition of the Board of Directors. Messrs. Michael Pilsworth, John Schwallie, and Colin Turner have resigned as Directors of the Company.
On a point of general interest regarding the liabilities of any company directors even after they resign from a company:
Resignations do not protect individuals from their actions when they were directors - resigning does not absolve offenders (if a case to answer is established) from prosecution and punishment if found guilty regarding actions taken when they were in office - neither does it absolve CFOs etc from their actions even if they have left the company, or from civil liability to class actions by shareholders.
In the UK, the Department of Trade & Industry could disbar any director of a company from ever being a company director again in the whole EU, if gthey were felt to be an "unsuitable person" to hold this office, even without charges and convictions. Do hyou think the FMDA directors are "fit persons" to be company directors ever again?
So we await developments.
Another interesting quotation:
SEC Commissioner Roel C. Campos last year said:
"From the perspective of the SEC, let me say again � participating in, overlooking, or ignoring red flags indicating possible fraudulent accounting is not a business decision. The situations where directors have to be worried about an SEC action against them are where they act very unreasonably and in bad faith. Where you see SEC actions against directors is where information regarding possible improper accounting practices or possible improper recognition of revenue is actually brought to the attention of a directors and a reasonable director, acting in good faith, would investigate. If the directors do not conduct an independent investigation, they are not acting reasonably or in good faith and should not be protected by the business judgment rule. It is that simple and it is not a different analysis after Sarbanes-Oxley."
I didn't see any evidence of an "independent investigation" @ FMDA, or did I miss something? I would consider that there were a number of "issues" FMDA directors should have questioned and should have asked for independent opinion.
They appear not to have done -or haven;t seen fit to tell us about it.
If ever there was a case to consider a class action regarding FMDA, now is the time.