Important information for ASX Listed Entities
Audit Committee Requirements, Composition, Operation & Responsibility, Listing Rule amendment
On 1 January 2003 ASX introduced listing rule 12.7 which provides that an entity included in the Standard & Poors All Ordinaries Index (the top 500 companies by market capitalisation) must have an audit committee and that the composition, operation and responsibility of the audit committee must comply with the best practice recommendations of the ASX Corporate Governance Council (CGC).
The requirement was introduced as part of the Enhanced Disclosure package of listing rule amendments and was subsequent to the proposals contained in the CLERP 9 discussion paper released in late 2002.
Following consideration and review by the ASX Corporate Governance Council Implementation Review Group and agreement with Treasury and the Parliamentary Secretary to the Treasurer, a decision has been made to amend the requirement as follows:
ASX proposes to approve and lodge the proposed rule amendment with ASIC within the next two weeks, which would mean that the rule will most likely take effect in the latter part of April. Listed entities may wish to adjust their planning to take account of the impending amendment accordingly.
ASX, in consultation with JORC, takes the view that this represents unacceptable practice under the JORC Code, compliance with which is a requirement of Chapter 5 of ASX Listing Rules.
Chapter 5 of the ASX listing Rules requires ASX listed companies to prepare exploration results and mineral resources and ore reserves estimates in compliance with the JORC Code. The description of a resource or reserve estimate as a "non-JORC compliant", resource or reserve estimate is not acceptable to ASX.
Where a listed company does release to the market a "non-JORC compliant" resource or reserve estimate without prior consultation with ASX, ASX will consider halting trading in the entity's quoted securities until the matter is clarified/rectified.
There may be limited occasions where a listed company believes it needs to provide a "non-JORC compliant" estimate under the Continuous Disclosure requirements of the ASX Listing rules. In such cases a company will need to consult with ASX prior to making such disclosure.
New Listings, listing rule 1.16
There may be limited circumstances where a company believes it needs to provide a "non-JORC compliant" estimate under the Corporations Act and/or Continuous Disclosure requirements of the ASX Listing rules. In such cases an applicant for admission should consult with ASX prior to doing so.
Full information about JORC Code is available on the JORC web site.
ASX looks forward to your company's cooperation in helping to maintain the highest standards in reporting exploration results, mineral resources and ore reserves.
To help keep our Listed Entities informed of information and events ASX will be sending emails to the Company Secretary's Office from time to time. You are receiving this email because you have been identified as a key contact within the Company Secretary's Office at your organisation. If you would like to update your email address please do so via the Directors/Senior Management page on ASX Online for Companies. Feel free to forward this email to any relevant parties within your organisation.