Camplify Holdings has responded to ASX concerns over a delayed director interest notice, revealing internal process failures and promising tighter compliance measures.
- Late Appendix 3Y lodged for director Justin Hales due to process failures
- Disclosure delays linked to Equity Incentive Plan and CFO personnel changes
- Company outlines existing policies and monthly board interest registers
- Planned enhancements include clearer Board Charter rules and stricter notification duties
- Commitment to director agreements aligned with ASX guidance to enforce compliance
Background to the Disclosure Delay
Camplify Holdings Limited recently addressed a formal query from ASX Compliance regarding the late lodgement of an Appendix 3Y notice for its executive director, Justin Hales. The notice, which details changes in a director's notifiable interests, was filed nearly a year after relevant changes occurred in September 2024 and March 2025. This delay raised concerns about potential breaches of ASX Listing Rules 3.19A and 3.19B, which mandate timely disclosure of director interests to ensure market transparency.
Root Causes – Process Failures and Personnel Changes
Camplify attributed the late filing primarily to shortcomings in its internal processes related to the management of its Equity Incentive Plan (EIP). As the sole executive director participating in the EIP, Mr. Hales' changes in securities holdings were not promptly communicated to the company secretary, partly due to changes in the Chief Financial Officer role during 2025. This breakdown meant neither Mr. Hales nor the company secretary were aware of the need to notify ASX within the required timeframe.
Existing Compliance Framework
The company highlighted its current governance framework, which includes a Board Charter and Securities Trading Policy requiring directors to disclose share dealings promptly. A register of directors' interests is reviewed monthly at board meetings, and directors are reminded to update their disclosures. Despite these measures, the incident revealed gaps in enforcement and clarity, especially concerning the definition and notification of 'notifiable interests' under ASX rules.
Planned Reforms to Strengthen Disclosure
In response, Camplify has committed to a series of enhancements aimed at preventing future lapses. These include amending the Board Charter to explicitly define notifiable interests and the obligation to notify changes immediately in writing to the company secretary. The directors' interest register will be updated to reflect these definitions, with accuracy checks and reminders at every board meeting. The company will also reinforce notification protocols within the EIP administration, ensuring simultaneous communication to both the director and company secretary.
Further, future director appointment letters will explicitly state notification obligations, and all directors will be required to sign agreements consistent with ASX Guidance Note 22, reinforcing the company's commitment to compliance and enforcement.
Implications for Camplify and Investors
This episode underscores the challenges companies face in maintaining rigorous disclosure standards amid personnel changes and complex incentive arrangements. While Camplify has taken responsibility and outlined corrective steps, investors will be watching closely to see if these measures translate into consistent, timely disclosures going forward. The incident also serves as a reminder of the ASX's vigilance in enforcing transparency rules critical to market integrity.
Bottom Line?
Camplify’s swift response signals a commitment to tighter governance, but the market will await proof in future disclosures.
Questions in the middle?
- Will ASX impose penalties or further sanctions on Camplify for the late disclosure?
- How will Camplify ensure new CFO transitions do not disrupt compliance processes again?
- Could similar lapses occur if the company activates an equity plan for non-executive directors?