In this edition, we cover the Australian Securities and Investments Commission's (ASIC) prosecution of two directors for failing to have director identification numbers (DIN). In our Regulatory section, we cover infringement notices issued by ASIC to the operators of the Zara, H&M and Sephora brands over late financial reports, and the disqualification of a director for the maximum five-year period. We also discuss the Australian Competition and Consumer Commission's (ACCC) record penalties under the Competition and Consumer (Industry Codes – Horticulture) Regulations 2017 (the Horticulture Code) against two Western Australian produce companies. In Legal, we consider an application to the Takeovers Panel (Panel) in relation to the affairs of Kingsland Minerals Ltd (ASX: KNG) (KNG).
In Over the Horizon, we consider the potential unwinding of the Middle East oil shock and what the looming 30 June fuel-excise cliff means for board cost and disclosure settings.
Governance
Two New South Wales directors convicted for DIN failures as Parliament moves to strengthen the regime.
On 2 June 2026, ASIC announced that two New South Wales directors, Mr Adam Rana and Mr Joseph Tarzia, had each been convicted and fined $10,000 for failing to comply with director identification requirements. A contravention of section 1272C(1) of the Corporations Act 2001 (Cth) (Corporations Act) is a strict liability offence carrying a maximum fine of $19,800 for individuals. Both Mr Rana and Mr Tarzia may apply to have the conviction set aside by 16 June 2026. ASIC has now prosecuted 11 directors over director identification failures, resulting in more than $40,000 in fines, and reminded all directors that obtaining a DIN is a mandatory legal requirement.
The recent Treasury Laws Amendment (Business Registries Stabilisation and Uplift) Bill 2026 also seeks to reinforce the DIN framework by linking DINs to ASIC's Companies Register and (if enacted) giving ASIC the power to disqualify directors who do not obtain a DIN. Directors should confirm their DIN is registered and current, and treat DIN compliance as an active enforcement issue rather than an administrative formality.
Regulatory
Zara, H&M and Sephora operators pay $198,000 each over alleged late lodgement of financial reports.
On 4 June 2026, ASIC announced that it had issued infringement notices to the operators of the Zara (Inditex Australia Pty Ltd), H&M (H&M Hennes & Mauritz Pty Ltd) and Sephora (Sephora Australia Pty Ltd) brands for allegedly failing to lodge financial reports on time. Large proprietary companies must prepare and lodge annual reports in compliance with Part 2M.3 of the Corporations Act. Since August 2025, ASIC has issued 24 infringement notices totalling over $4.5 million for alleged financial reporting breaches. ASIC Commissioner, Ms Kate O'Rourke, reinforced that timely financial reporting is a 2026 enforcement priority. Directors of large proprietary and foreign-controlled companies should ensure audit and risk committees review lodgement timetables, reporting obligations and escalation processes well before the next deadline.
ASIC disqualifies construction company director for the maximum five years.
On 4 June 2026, ASIC disqualified New South Wales director Mr Genna Raber from managing corporations for five years, the maximum period under section 206F of the Corporations Act. Mr Raber was a director of three construction companies between 2012 and 2024, all of which failed between 2022 and 2024, owing a combined $14,536,477 to priority and unsecured creditors, including the Australian Taxation Office. Mr Raber had already been disqualified for 2.5 years (from August 2019 to April 2022) and managed one company during that earlier ban, while his wife was the appointed director. ASIC found that he improperly used his position, failed to ensure statutory lodgements were made, failed to keep proper financial records and failed to prevent insolvent trading.
Mr Raber is disqualified until 11 December 2030, although he has the right to seek a review of ASIC’s decision by the Administrative Review Tribunal. Directors must exercise due care and diligence to ensure statutory lodgements are met and proper financial records are kept. The decision is also a reminder that ASIC may seek the maximum disqualification period where repeated company failures are accompanied by poor record-keeping, missed lodgements, insolvent trading concerns or management of a company while disqualified.
ACCC issues infringement notices to two Western Australian produce companies.
On 4 June 2026, the ACCC announced that Fruitico Pty Ltd (Fruitico) and Fresh Express Produce Pty Ltd (Fresh Express) had each paid $99,000 after each received five infringement notices for alleged breaches of the Horticulture Code. The Horticulture Code is a mandatory industry code under the Competition and Consumer Act 2010 (Cth). It sets minimum standards for trade between horticultural growers and traders, including agreements, terms of trade and grower statements. The ACCC alleges that Fruitico traded with table grape growers without a Code-compliant horticulture produce agreement and that Fresh Express failed to give growers required gross sale price information in sale statements. The penalties are a record under the Horticulture Code, although payment of an infringement notice is not an admission of a contravention.
Boards of agribusinesses and produce traders should note the ACCC is actively monitoring compliance, and should review their horticulture produce agreements and grower-reporting practices against the Horticulture Code's requirements. Looking forward, the independent review of the Horticulture Code is due to report to Government by mid-2026, and the ACCC has made submissions regarding permitted pricing mechanisms and requiring traders to provide more detailed and timely sale information to growers.
Legal
Panel receives application in relation to the affairs of Kingsland Minerals Ltd.
On 5 June 2026, the Panel received an application from Quinbrook Asset Management Pty Ltd as trustee for the Critical Resources Strategy (Quinbrook) in relation to the affairs of KNG. Quinbrook (a shareholder of KNG, holding approximately 19.22% together with its associates) is party to a subscription agreement with KNG (Subscription Agreement) under which KNG is required to consult with Quinbrook first if further funding is required.
On 24 March 2026, KNG purportedly entered into a term sheet in relation to its proposed acquisition of certain exploration licences from Bacchus Resources Pty Ltd (Bacchus), another KNG shareholder. Quinbrook submits that on 2 June 2026, KNG purported to give notice under the Subscription Agreement of its intention to enter into funding arrangements in relation to the purchase of exploration licences from Bacchus. Quinbrook alleges that there is an undisclosed association between Bacchus and certain KNG directors who signed the term sheet, such that those persons have contravened section 606 of the Corporations Act. Quinbrook also alleges that Bacchus and its majority shareholder failed to make proper substantial holding disclosures, and that the term sheet and the proposed transaction are contrary to the purposes of Chapter 6 of the Corporations Act.
A sitting Panel has not been appointed and no decision has been made on whether to conduct proceedings. The Panel has made no comment on the merits of the application. Directors should be alert to the fact that transactions with significant shareholders can raise governance, disclosure and control issues where funding rights, board approvals and shareholder votes overlap.
Over the Horizon
Petrol nears pre-conflict levels, but the 30 June fuel-excise cliff keeps boards exposed.
As discussed in recent editions of Boardroom Brief, the Middle East conflict drove a sharp spike in global oil prices and domestic fuel costs. While the course of warfare is always unpredictable, evidence suggests that the initial shock is now unwinding. The ACCC's latest weekly fuel-monitoring report, published on 5 June 2026, found that retail petrol prices across the largest cities have reduced to near pre-conflict levels, with diesel falling further. Government fuel data also indicates that, since the temporary excise reduction took effect, retail diesel and petrol prices across the five largest cities have fallen significantly.
For boards that spent recent months stress-testing a 'Brent-above-USD100' scenario, the immediate cost pressure is easing, although the relief is not assured. The temporary fuel-excise cut runs only to 30 June 2026, and its expiry will increase the excise component of pump prices just as second-round cost increases continue to work through wages, freight and insurance. Energy-driven input costs also intersect with the competition framework: as discussed in a recent G+T insight, the ACCC has gained fast-track competition exemption and authorisation powers to coordinate industry responses in exceptional circumstances, including supply disruptions. For directors, the task is to manage the unwind, not assume the pressure has passed. Directors should keep three practical points in mind: first, refresh cost and margin assumptions to test the 30 June excise expiry, not just lower weekly fuel prices. Second, listed-company boards should revisit continuous-disclosure positions where earlier guidance was framed around elevated fuel costs or fuel surcharges. Third, boards in transport, logistics, agriculture, mining and retail chains should keep supply-chain and surcharge decisions under review while volatility and temporary fuel-security settings persist.