What does a lady mean when she says, "I am not free" ?

- related to F8, P1 and P7 

Pic 01 : " I really need to get away. But smile first."

You invite a lady for dinner. What does she mean when she says, "I am busy"? Usually, you have to use your contextual judgment to note the tone of her voice. If she says politely with a smile, this usually means I am not interested to go out with you. In contrast, if the reply is with round sincere eyes and with warmth in her voice and a gaze, well this 'could' mean that she really is busy. 

Pic 02: When is he going to ask me out?

But you have the advantage to read the body language in person. This is tough if applied to Corporate Governance context. Because Board issued announcement, thus you have no opportunity to read their body language.


On April 6th, 2016, Wintoni Berhad announced the entire Audit Committee and the Chief Financial Officer resign due to "personal reasons". Another Non-Executive Director earlier resigned due to "other Commitments". The entire board resigned? If 4 ladies tell you, I am busy, this is something to do with you, isn't it? Similarly, 4 top management resigned, that must have smelled fishy. 

This "Personal Reasons" coincide with the company losing 75% of its paid up capital. 

From F8 AA perspectives: 
This tells you the Internal Controls are weak enabling possible fraud and missappropriation of assets. 
You may need to explain Auditor's responsibilities in uncovering fraud as per ISA 240. 

From P1 GRE perspectives:
The Audit Committee is ineffective to probe and to review the internal controls and risks facing Wintoni.

The Nomination Committee is ineffective to promote division of responsibilities in order to reduce Executive Directors dominance over Board

The Executive Directors somehow are able to interfere and influence the Board that result in Non Executive Directors inability to review the company's strategy, risks and company's performance. 

From P7AAA Perspectives: 
This is the fun part. You as an engagement Partner would want to propose Forensic Audit and Internal Control Review engagement.  Of course, this is accompanied by fat fee: 

• propose the Audit Related engagement 
• plan out quality controls and boundaries. 
• determine the type of report required and its purpose. 

From an investor perspective: 
I have ONE WORD - RUUUUNNNNNN!! 

Pic 03 : You know what it means.

In another word - SEEEEELLLLLLLLL!! 

Pic 04: Oh my goodness. That is my whole tuition fee lost on stocks.

+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ 

On the Article, please enjoy. 

Wintoni CFO and entire audit committee resign

KUALA LUMPUR: Wintoni Group Bhd’s chief financial officer Kong Chin Lam and the three independent directors who made up its entire audit committee have resigned, citing “personal reasons.”
In filings with Bursa Malaysia, the loss-making automation system designer said Kong’s resignation was effective March 31 while those of Datuk Muzaffirah Yurhaningseh Mazputri Ahmad Fairuz, Suaran Singh Himat Singh and Haflil Feiruz Muhammad Feisol were effective April 1,
Wintoni said all the letters of resignation were received on April 4 (Monday).
The audit committee chairman, Chaang Kok Fai, had stepped down on Dec 8, 2015, citing “other commitments.”

Chaang and the three directors who resigned effective April 1 had appointed to the board on the same day (Sept 10, 2015).
In February, the company was classified as a Guidance Note 3 company as its shareholders’ equity on a consolidated basis is 25% or less of its issued and paid-up capital based on the unaudited consolidated quarterly results for the period ended Sept 30, 2015.
Among others, Wintoni is required to submit to Bursa Securities a regularisation plan and obtain the latter’s approval to implement the plan within 12 months from the first GN3 announcement (by Feb 25, 2017).
Wintoni posted an unaudited net loss of RM49.8mil for the year ended Dec 31, 2015, compared with a net profit of RM4.6mil achieved in the preceding year.
In the last six months, Wintoni share price has fallen more than 80% to 3.5 sen at Wednesday’s close.


Source: The Star, 2016, Wintoni CFO and entire audit committee resign, http://www.thestar.com.my/business/business-news/2016/04/06/wintoni-cfo-and-entire-audit-committee-resign/ , April 6th