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Companies Update 08/06

Corporate Governance

Listing Rule 10.14 (PDF 155KB)

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Companies Update
1 December 2006
Update no 09/06

Important information for ASX Listed Entities

Company Announcements Office - Hours of operation

Listed entities are referred to Companies Update No. 08/06 released on 30 October 2006 which advised that the Company Announcements Office would close at 8.30 pm AEDT, upon the resumption of Daylight Saving in the Eastern states. ASX also advised that it would review moving Companies Announcements Office's closing time back to 7.30 pm AEDT if Western Australia proceeded with its proposal to adopt daylight saving.

The West Australian government has announced that daylight saving time in Western Australia will commence at 2 am on Sunday 3 December 2006.

In view of this development, the closing time of the Companies Announcements Office's will be 7.30 pm AEDT with effect from Monday 4 December 2006. 


ASX Corporate Governance Council revised Principles and Recommendations 

ASX Corporate Governance Council ("Council") has released an exposure draft of revised corporate governance Principles and Recommendations (PDF 260KB) now available on www.asx.com.au.

Council's aim is to assist companies disclose their corporate governance practices for the benefit of investors and other stakeholders. Council has suggested a number of changes to the Principles and Recommendations, including removing areas of overlap with the Corporations Act and Accounting Standards. 

ASX asks that you consider the proposed changes to the Principles and Recommendations and provide feedback to ASX by 9 February 2007

ASX urges you to consider and respond to the questions posed in Part B of the Explanatory Paper and Consultation Paper in relation to the scope of Principle 7 - specifically whether a new recommendation should require companies to report on their material business risks. Council anticipates receiving feedback from a large range of stakeholders. ASX considers it important that Council receives the views of a broad range of listed entities. 

ASX is also seeking feedback in the Explanatory Paper on the preferable approach to any change to Listing Rule 10.14. The Listing Rules distinguish between the issue of securities to directors, which requires shareholder approval and the acquisition of securities, which does not require approval in all circumstances. There is currently debate on the width of the exception from shareholder approval for directors. This debate turns on whether approval is required only in circumstances where there is a potential dilution or in a wider range of circumstances. The focus of this debate is Listing Rule 10.14 (PDF 155KB).

Listing Rule 10.14 requires shareholder approval for directors to acquire shares under employee incentive schemes. However, following amendments to the Rule at the end of 2005, approval is not required for on-market purchases under the terms of a scheme that provides for purchases of securities by or on behalf of employees or directors. The paper sets out three possible approaches to any change to Listing Rule 10.14. 

In addition to the changes proposed by Council, ASX is also asking listed entities to provide feedback on the form of the Principles and Recommendations. Does the current framework of high level Principles supported by more detailed Recommendations assist companies? Is there enough or too much guidance? Does the current format impair or enhance your corporate governance practices and reporting? Please also provide responses to these questions to ASX. 

The proposed commencement date for the revised Principles and Recommendations is 1 July 2007. However the actual date for commencement will be announced following the review period. Companies are advised that they will not be required to report against the revised Principles and Recommendations in 2007. Please continue to refer to the current Principles and Recommendations. ASX will ensure that entities receive adequate time to adjust to the revised Principles and Recommendations when these are finalised. 

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.