In this edition, we discuss the 2025 Director Remuneration Report released by the Australian Institute of Company Directors (AICD), civil penalty proceedings commenced against a former director of Blockchain Global Ltd (Blockchain) by the Australian Securities and Investments Commission (ASIC) and the penalties imposed by the Federal Court of Australia on the Chief Operating Officer of Site Group International Limited in connection with the company’s unconscionable conduct. We also examine the interim orders made by the Takeovers Panel in relation to the affairs of Emu NL (ASX: EMU) (Emu) and the Panel’s decision not to conduct proceedings in relation to the affairs of FBR Limited (ASX: FBR).
In Over the Horizon, we discuss the fiscal implications of the United States Court of International Trade blocking the Trump administration’s unilateral tariffs.
Governance
AICD releases 2025 Director Remuneration Report
On 28 May 2025, the AICD released its comprehensive Director Remuneration Report for 2025, which is the AICD’s first major update on director pay practices since 2016. The Report is based on data collected from 1,352 directors across public, private, not-for-profit, government and charity sectors, and highlights that director remuneration is closely linked to organisational size, sector complexity and governance responsibilities. Notably, nearly half of all NED and chair roles remain unpaid, particularly within the charity and not-for-profit sectors, while geographic disparities persist, with metropolitan directors receiving higher median pay. The findings also point to a growing trend of equity-based compensation in listed and private companies, reflecting evolving approaches to director incentives. The Report serves as a useful reference that organisations can benchmark their own remuneration and governance practices against.
Regulatory
ASIC pursues former director of Blockchain Global Ltd for alleged breaches of directors’ duties
On 28 May 2025, ASIC announced it had commenced civil penalty proceedings in the Federal Court of Australia against Mr Liang (Allan) Guo, a former director of Blockchain, alleging multiple breaches of directors’ duties in relation to Blockchain’s operation of a cryptocurrency exchange. The proceedings follow the collapse of the cryptocurrency exchange in December 2019, which left over $20 million owed to unsecured creditors, primarily former customers. ASIC’s case centres on Mr Guo’s handling of customer funds, the accuracy of statements made about those funds and failures to maintain proper books and records.
Legal
Federal Court imposes penalties on Chief Operating Officer for role in unconscionable conduct at Captain Cook College
On 27 May 2025, the Federal Court ordered Mr Blake Wills, former Chief Operating Officer of Site Group International Limited, to pay a penalty of $400,000 and disqualified him from managing corporations for three years for being knowingly concerned in systemic unconscionable conduct by Captain Cook College. The conduct involved the removal of consumer safeguards in the enrolment and withdrawal processes for online diploma courses, resulting in thousands of students incurring significant debts without engaging in their studies. The Court’s decision follows findings that Mr Wills and Site Group International Limited (the parent company of Captain Cook College at the time) were actively involved in and “key drivers” of the misconduct. This case underlines the personal accountability of senior executives under the Australian Consumer Law and the need for directors to ensure that consumer protection obligations are embedded in organisational processes.
Takeovers Panel makes interim orders in relation to the affairs of Emu NL
The Takeovers Panel made interim orders on 21 May 2025 and on 28 May 2025, in response to an application by Wayburn Holdings Pty Ltd in relation to the affairs of Emu NL (ASX: EMU). The application concerns alleged deficiencies in proxy counting at a requisitioned board spill meeting (the requisition was the subject of a separate Panel proceeding, discussed in the previous edition of Boardroom Brief) and a placement to raise $300,000 announced by Emu two hours before the meeting, which the applicant submits amounted to an improper and unfair attempt to retain control. The interim orders:
Require Emu to provide the Panel with copies of all proxy forms received in relation to the board spill meeting, including any that were disallowed together with reasons for the disallowance.
Prevent subscribers to the placement, and their associates, from dealing with shares issued under the placement without the Panel’s consent, maintaining the status quo while the matter is considered.
Takeovers Panel declines to conduct proceedings in relation to the affairs of FBR Limited
On 29 May 2025, the Takeovers Panel declined to conduct proceedings in relation to the affairs of FBR Limited (ASX: FBR). The application, by Mr Bob Ciesla, concerned a $6.3 million two‑tranche placement at an issue price of $0.01 per share to provide for additional working capital and restructuring and development costs conducted by FBR Limited. The Panel was not satisfied that the placement was a control transaction or that the circumstances raised by the applicant fell within its jurisdiction. The Panel will publish its reasons for decision in due course.
Over the Horizon
US Court pumps the brakes on tariff tensions, but fiscal questions remain
Markets rallied this week following a significant decision by the US Court of International Trade on 28 May 2025, that has called the legal effect of President Trump’s sweeping executive orders imposing tariffs on dozens of US trading partners into question. The ruling that emergency executive powers cannot be used to impose broad tariffs – while temporarily stayed pending an appeal (such that the tariffs are still in effect) – has raised some degree of hope in the role of legal guardrails against the use of executive powers. If upheld, the ruling would signal a structural shift back toward rules-based trade engagement. However, the ruling (albeit in suspension) also casts doubt on the broader credibility of fiscal strategies tied to tariff revenue. In any event, with one of the Trump administration’s headline deficit-reduction tools now on uncertain ground, investors may begin to question the coherence and sustainability of current budget repair plans. For Australian companies with US exposure, the eventual outcome of the appeal against the ruling – no matter which way it swings – will be one that adds a new dimension of fiscal uncertainty to the global risk landscape.