Reminder: ASX Listing Rule amendments
The ASX Corporate Governance Council released a new 3rd Edition of the Corporate Governance Principles and Recommendations (3rd Edition) earlier this year. As a consequence of these corporate governance changes, several alterations have been made to the ASX Listing Rules. The amendments are intended to come into effect on 1 July 2014, subject to receipt of the necessary regulatory approvals under the Corporations Act 2001 (Cth).
Three significant amendments will require ASX listed entities to prepare the following additional items for disclosure:
1. Corporate Governance Statement;
2. Appendix 4G;
3. Employee Incentive Scheme Security Purchase Report (included in the entities’ annual report).
Further information on what is required is set out below.
Corporate Governance Statement
Listing Rule 4.10.3 now requires a listed entity to prepare a Corporate Governance Statement (CGS) disclosing the extent to which the entity has followed the 3rd Edition during the reporting period and if it has not, separately identify what recommendation was not followed, why it was not followed, and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
The CGS may be included in the listed entity’s annual report or on its website. If available only on its website, the entity’s annual report must include the URL of the page on its website where the CGS can be found.
There is a new Appendix 4G which listed entities are required to complete and provide to the ASX (together with a copy of their CGS) pursuant to new Listing Rules 4.7.3 and 4.7.4. The Appendix 4G is a checklist and index for relevant corporate governance disclosures and directs investors to where corporate governance disclosures can be found.
This requirement takes effect from the date the entity lodges its annual report for its first financial year ending on or after 30 June 2015.
Purchases of Securities under an Employee Incentive Scheme
Pursuant to Listing Rule 4.10.22, listed entities must now include in their annual reports a one-off disclosure detailing all on-market purchases of securities under an employee incentive scheme for the annual reporting period.
The definition of “employee incentive scheme” now also clarifies that the participation of consultants and contractors, as well as employees and non-executive directors, does not prevent it from being an employee incentive scheme for the purposes of the Listing Rules.
The new 3rd Edition of the Corporate Governance Principles and Recommendations
Detailed information on the changes implemented by the 3rd Edition is addressed in our specific Specialist alert on that topic which can be found here.
Should you require any assistance in implementing the changes to the ASX Listing Rules or other changes to the 3rd Edition of the Corporate Governance Principles and Recommendations, please contact us.
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