ASX accepted a leadership role in enhancing Australian corporate governance practices by convening the ASX Corporate Governance Council in August 2002.
The Council brings together various business, shareholder and industry groups, each offering valuable insights and expertise on governance issues from the perspective of their particular stakeholders. It operates under a charter adopted in November 2012.
Since 2003, the Council has developed and released recommendations on the corporate governance practices to be adopted by ASX listed entities designed to promote investor confidence and to assist listed entities to meet stakeholder expectations.
Under Listing Rule 4.10.3, ASX listed entities are required to benchmark their corporate governance practices against the Council’s recommendations and, where they do not conform, to disclose that fact and the reasons why. The rule effectively encourages listed entities to adopt the Council’s recommended practices but does not force them to do so. It gives a listed entity the flexibility to adopt alternative corporate governance practices, if its board considers those to be more suitable to its particular circumstances, subject to the requirement for the board to explain its reasons for adopting those alternative practices.
The current version of the Council’s Corporate Governance Principles and Recommendations (Third Edition) was released on 27 March 2014 and takes effect for a listed entity's first full financial year commencing on or after 1 July 2014.
Listed entities may also find the following corporate governance materials helpful:
- Translation tables for the Corporate Governance Council recommendations
- Listing Rules Guidance Note 9 Disclosure of Corporate Governance Practices
- Anything to declare? A report examining disclosures about board reviews
- Handling confidential information: Principles of good practice
- ESG reporting guide for Australian companies
- Guidelines for Notices of Meetings (August 2007)
- Diversity Resources for Listed Entities (materials to assist listed companies in implementing the diversity-based recommendations in the Principles and Recommendations)
Earlier versions of the guidelines are available at:
- Corporate Governance Principles and Recommendations with 2010 Amendments (released June 2010)
- Principle 7: Recognise and Manage Risk (guide for small-mid market capitalised companies released June 2009)
- Revised Corporate Governance Principles and Recommendations (second edition released August 2007)
- Principles of Good Corporate Governance and Best Practice Recommendations (first edition released March 2003)