This Guide is designed to assist the directors, secretaries and executives of public companies listed on the ASX with understanding some of the legal requirements and obligations imposed on public listed companies and their officers under the Corporations Act and ASX Listing Rules. These legal requirements and obligations are supplemented by ASIC Policy and the ASX Corporate Governance Recommendations. While neither ASIC Policy nor the ASX Corporate Governance Recommendations are legally binding, they do provide guidance and assistance in the conduct of public listed companies' affairs. Further, under ASX Listing Rule 4.10.3, public listed companies are required in their annual reports to state the extent to which they have followed the ASX Corporate Governance Recommendations, identify any recommendations that have not been followed and give reasons for not following them. This is known as the "if not, why not" approach.
For ease of reference, this Guide only refers to public listed companies. However, it is possible for managed investment schemes to list on the ASX (most commonly in the form of a unit trust). The principles in this Guide generally also apply, with appropriate modifications, to ASX listed trusts. This Guide does not discuss corporate collective investment vehicles.
This Guide discusses the following matters relevant to public listed companies:
- Corporate governance
- Continuous disclosure
- Financial reporting
- Shareholder meetings
- Substantial shareholders and tracing ownership
- Capital raisings
- Major acquisitions and disposals
- Related party transactions
- Takeovers
- Insider trading
We hope that this Guide provides you with a broad overview of the rules, regulations and issues applicable to public companies listed on the ASX. It is not intended, however, to be an exhaustive analysis of all the legal requirements that may be relevant. If you are uncertain about any of the issues raised in this Guide or require further details or assistance, please do not hesitate to contact us.
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