Looming deadline for ASX new corporate governance rules

August 27, 2019
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Each ASX listed entity is required to include in its annual financial report a corporate governance statement stating that it complies with the Corporate Governance Principles and Recommendations published by the ASX, or explains why it does not. With the 4th edition of such principals, published on February 2019, to apply as of January 2020, all ASX listed companies, and especially ASX listed Israeli companies which typically have a financial year end of 31 December, should already be in transition to the new standards as early as their 2019 reports.
A company may choose not to adopt a particular requirement of the Principals and Recommendations, it being not uncommon for small cap companies to opt out of full compliance, size and cost being legitimate considerations. However, if a company does not adopt the Principals and Recommendations in full, detailed disclosure is expected to explain and justify the non-compliance and what steps are being taken to achieve full compliance.
The 4th edition includes a few changes and additions from the previous principals and recommendations, including: The expectation that companies will act to preserve and protect their reputation and standing in the community and with key stakeholders (including customers, employees, suppliers, creditors, law makers and regulators); A new requirement to disclose and explain organisational values and to ensure alignment with business strategy, remuneration structures and delivery of long term growth; New board responsibilities including responsibility for defining the company’s purpose, ensuring alignment between remuneration policies and the company’s purpose, values and strategic objectives and risk appetite, and for independent directors, to oversee management and to challenge management where necessary; Company boards expected to monitor risk management strategies (both financial and non-financial, such as cyber-attacks, sustainability and climate change); In determining remuneration structures consideration should extend beyond incentivising executives to ensure that conduct that is contrary to the company’s values or risk appetite is not rewarded; and new requirement to disclose a gender diversity policy.
Such new and stricter policies increase the requirement for an ongoing Australian legal advisor to ASX listed companies, even if they are not based in Australia, and the importance to employ on day-to-day basis either an Australian law firm or a law firm in the jurisdiction of activity (e.g. an Israeli office), that has in its office in Israel an Australian public markets lawyer that can advise as to the Australian capital markets generally and specifically as to the new ASX published Corporate Governance Principles and Recommendations.