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Chapter 3 - Listing Rules

Principles of Good Corporate Governance


Companies Update
19 October 2005
Update no 11/05

Important information for ASX Listed Entities

Action on non-disclosure of directors' interests

Listing Rules 3.19A and 3.19B

Some listed entities are not complying with listing rules 3.19A and 3.19B, which require each listed entity to:

  • notify ASX within 5 business days of certain interests in securities held by each director at the time of commencing and ceasing to be director, and of any changes to the director's interests in securities while holding office; and
  • enter into an agreement with each director under which the director accepts a liability to provide the necessary information to the entity to enable it to comply with these listing rules.

This non-disclosure is occurring despite various educational initiatives undertaken by ASX since 2001 to help entities achieve the required level of compliance.

From here on, in cases of non-compliance with rule 3.19A, depending on the nature of the non disclosure,  ASX will take one or more of these courses of action:

  • ask the listed entity for details of the arrangements that it has in place with the relevant director to ensure compliance with the rule and details of the steps taken to enforce those arrangements
  • write to the Chairman and the director giving notice of the breach and requiring an explanation of the steps that are being taken to correct it and avert future breaches
  • ask to review the listed entity's code of conduct to guide compliance with legal and other obligations under Principles 3, 8 and 10 of ASX's 'Principles of Good Corporate Governance'
  • require an explanation of the reason for the breach to be provided to the market along with any other information ASX considers relevant, including the arrangements the listed entity has in place to ensure compliance.

If a listed entity continues not meeting the requirements of the rule, ASX may refer the matter to the Australian Securities & Investments Commission for further action under Section 205G of the Corporations Act, which may result in the imposition on the director of a maximum fine of 10 penalty units or 3 months imprisonment or both.

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.