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Super Micro finds no evidence of fraud; will replace CFO

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Super Micro Computer Inc. said an independent review of its business found no evidence of misconduct but recommended that the server maker appoint new top financial and legal leadership.

A review by a special board committee, alongside attorneys from Cooley LLP and forensic accounting firm Secretariat Advisors, found “no evidence of misconduct on the part of management or the board of directors and that the audit committee acted independently.” 

As a result of the findings, the committee recommended Super Micro install a new chief financial officer, chief compliance officer, and general counsel, it said in a statement Monday. “The board has instructed management to add additional experienced, senior talent commensurate with the Company’s size and complexity today and to prepare for its future growth,” Super Micro said in the statement.

The shares jumped as much as 22.5% on Monday in New York.

Super Micro does not expect changes to previously issued financial results for the most recent fiscal year, it said. Kenneth Cheung, formerly vice president of finance, will be the company’s new chief accounting officer. And the company has begun the process to search for a new CFO to replace David Weigand.

It’s been a tumultuous year for Super Micro. The maker of high-powered servers missed an August deadline to file its annual financial report and its auditor, Ernst & Young LLP, resigned in October, citing concerns about the company’s governance and transparency. The company is also facing a US Department of Justice probe following a damaging report from short seller Hindenburg Research.

EY communicated concerns to Super Micro’s audit committee in July. In response, the board investigated revenue recognition practices, export control policies, the rehiring of employees who had resigned following earlier accounting issues, and disclosure of related party transactions. The investigation determined that “the conclusions EY stated in its resignation letter were not supported by the facts examined in the review.”

In November, Super Micro appointed BDO USA as its independent auditor and submitted a plan to come into compliance with Nasdaq listing requirements. Completing the internal investigation clears a major hurdle to filing its audited financials, wrote Woo Jin Ho, an analyst at Bloomberg Intelligence.

When investigating the rehiring of nine individuals who had resigned from the company following a 2017 investigation, the special committee found that the decisions to rehire were “the product of reasonable business judgment.”

Still, there were lapses “in ensuring guardrails were always in place and observed,” the special committee found. That includes not informing EY before entering into a consulting arrangement with Super Micro’s former CFO, who had resigned following the 2017 investigation. That arrangement has since been terminated. 

Chief Financial Officer David Weigand held “primary responsibility” for these lapses, the committee found. He will continue to serve as the Company’s CFO until the board has named his successor, Super Micro said. The committee found “no evidence indicating that any process lapse resulted from bad faith, improper motives, or lack of regard for accurate financial reporting or compliance.”

In 2020, Super Micro paid $17.5 million to resolve a US Securities and Exchange Commission investigation into its financial accounting and disclosures for fiscal years 2014 through 2017. Super Micro didn’t admit to or deny the regulator’s allegations as part of its settlement.

In addition to appointing new financial and legal leadership, the company will improve its training related to sales and revenue recognition policies. The investigation involved analysis of over 9 million documents and 68 witness interviews, Super Micro said. It also included “extensive meetings” with Deloitte & Touche LLP and EY, the company’s former auditors.

This story was originally featured on Fortune.com



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Premier’s 100 Top Hospitals 2025: Teaching Hospitals

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Baby boomers are beating millennials in a housing showdown, scooping up homes in all cash

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Canada’s former banker turned prime minister slams Trump’s tariffs as ‘misguided’

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Prime Minister Mark Carney said Thursday that Canada will match U.S. President Donald Trump’s 25% auto tariffs with a tariff on vehicles imported from the United States.

Trump’s previously announced 25% tariffs on auto imports took effect Thursday. The prime minister said he told Trump last week in a phone call that he would be retaliating for those tariffs.

“We take these measures reluctantly. And we take them in ways that is intended and will cause maximum impact in the United States and minimum impact in Canada,” Carney said.

Carney said Canada won’t put tariffs on auto parts as Trump has done, because he said Canadians know the benefits of the integrated auto sector. The parts can go back and forth across the Canada-U.S. border several times before being fully assembled in Ontario or Michigan.

Carney said Canadians are already seeing the impact.

Automaker Stellantis said it shut down its assembly plant in Windsor, Canada, for two weeks from April 7, the local union said late Wednesday. The president of Unifor Local 444, James Stewart, said more scheduling changes were expected in coming weeks.

Carney said that will impact 3,600 auto workers that he met with last week.

Autos are Canada’s second-largest export and the sector employs 125,000 Canadians directly and almost another 500,000 in related industries.

Carney announced last week a CA$2 billion ($1.4 billion) “strategic response fund” that will protect Canadian auto jobs affected by Trump’s tariffs.

Trump previously placed 25% tariffs on Canada’s steel and aluminum. And Carney said Canada can expects further tariffs on pharmaceuticals, lumber and semi-conductors.

“Given the prospective damage to their own people the American administration should eventually change course,” Carney said. “Although their policy will hurt American families, until that pain becomes impossible to ignore, I do not believe they will change direction, so the road to that point may indeed be long. And will be hard on Canadians just as it will be on other partners of the United States.”

Carney, a former two-time central banker in Canada and the U.K, said Trump’s actions will reverberate in Canada and across the world. “They are all unjustified and unwarranted and in our judgement misguided,” Carney said.

Canada’s initial $30 billion Canadian (US$21 billion) worth of retaliatory tariffs remain in place, having been applied on items like American orange juice, peanut butter, coffee, appliances, footwear, cosmetics, motorcycles and certain pulp and paper products.

Carney suspended his election campaign to return to Ottawa to deal with Trump’s tariffs.

Opposition Conservative leader Pierre Poilievre said he would remove the federal tax on Canadian made vehicles.

Ontario Premier Doug Ford, whose province has the bulk of Canada’s auto industry, called Canada’s latest tariffs a “measured response.”

This story was originally featured on Fortune.com



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