As a result of the investigation, the board and senior leadership will implement remedial measures
An internal investigation at RE/MAX Holdings into personal transactions between former CEO David Liniger and former COO Adam Contos has found that the transactions created an actual or apparent conflict of interest, the company’s board announced.
RE/MAX Holdings is the parent company of RE/MAX, a franchisor of real estate brokerage services, and Motto Mortgage, a mortgage brokerage franchise.
A special committee chartered by directors and consisting solely of independent directors performed an internal investigation into undisclosed transactions involving a loan of personal funds from Liniger to Contos as well as certain other personal transactions, including cash and non-cash gifts, from David and Gail Liniger to Contos and others.
"Although the loan, gifts, and other transactions between the Linigers and Adam Contos did not involve use of any corporate funds, the special committee concluded that these transactions created an actual or apparent conflict of interest,” Lead Independent Director Dick Covey said. “This, and the non-disclosure of these personal transactions to the company, violated company policies. The board accepts that this nondisclosure was unintentional, and Adam has committed to repay the loan as promptly as possible."
The special committee, which was assisted by external counsel in its investigation, did not identify any matters requiring adjustments to the company's previously issued financial statements.
Liniger transitioned out of his position as co-CEO of RE/MAX on Feb. 14. Contos was named co-CEO in May as part of the board's planned leadership succession process and now serves as sole CEO of RE/MAX Holdings. Liniger will continue to serve as non-executive chairman.
As a result of the investigation, the board and senior leadership will implement remedial measures, including enhanced policies and practices related to gifts, loans, conflicts of interest, and workplace conduct.
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