The ASX Corporate Governance Council was convened by ASX in August 2002.
The Council, which is chaired by Elizabeth Johnstone, is an independent body that brings together a wide range of business, shareholder and industry groups, each offering their individual insights and perspectives on governance issues. It operates under a charter adopted in November 2012.
The primary role of the Council is to develop and issue principles-based recommendations on the corporate governance practices to be adopted by ASX listed entities. The recommendations are intended to promote investor confidence and to assist listed entities to meet stakeholder expectations in relation to their governance.
Under Listing Rule 4.10.3, ASX listed entities are required to benchmark their corporate governance practices against the Council’s recommendations and, where they do not conform, to disclose that fact and the reasons why. The rule effectively encourages listed entities to adopt the Council’s recommended practices but does not force them to do so. It gives a listed entity the flexibility to adopt alternative corporate governance practices, if its board considers those to be more suitable to its particular circumstances, subject to the requirement for the board to explain its reasons for adopting those alternative practices.
The current version of the Council's Corporate Governance Principles and Recommendations (4th Edition) was released on 27 February 2019 and takes effect for a listed entity's first full financial year commencing on or after 1 January 2020.
Earlier versions of the Principles and Recommendations:
- Corporate Governance Principles and Recommendations (3rd edition released on 27 March 2014)
- Corporate Governance Principles and Recommendations with 2010 Amendments (released June 2010)
- Revised Corporate Governance Principles and Recommendations (2nd edition released August 2007)
- Principles of Good Corporate Governance and Best Practice Recommendations (1st edition released March 2003)
Further materials to assist in implementing the Council's recommendations: