ASX Corporate Governance Council positive on principles review
05/09/2011
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On 15 July 2011, the Chairman of the ASX Corporate Governance Council, Mr Malcolm Starr, released the results of the Councils 2011 review of its principles and recommendations.

There is good news and not so good news.

The good news is that ASX listed company board directors will not have to get their head around new ASX Governance Council principles and reporting requirements. The Council reckons that the current Principles are holding up well. In addition, we have well founded suspicions that directors have enough on their plates coping with the legislative changes imposed on them in the past year, particularly on remuneration matters.

The bad news is that the Council has indicated that these, and other changes coming down the pike (e.g. the carbon tax etc.), will need further consideration for reporting on risk matters, but not until next year at the earliest.

It may also be worth noting that the Council has called on the government to, in effect, ease up on prescriptive legislation, given both the workload that current economic conditions are imposing as well as the success of the Councils principles-based approach.

The purpose of the review was to ascertain whether there were emerging governance issues that warranted the issue of a third edition of the Principles containing new areas of guidance. The Council held discussions with representatives of directors, management, institutional and retail shareholders, proxy advisers and others with an interest in the development of corporate governance practices.

Key points from the review include:

Feedback showed there are no systemic problems that would warrant revisions to the Principles the consistent view was that the Principles remain relevant to large and small companies and are structured in a way that enables very differently sized companies to adopt approaches that are simultaneously consistent with the Principles and yet tailored to the level of complexity of the particular business The flexibility of the Principles was seen to have allowed companies to respond to the changing business environment and to continue to allow companies to refine their corporate governance arrangements as appropriate There were calls for the government to take greater account of the efforts made by boards and management to respond to the pace of change of the environment in which companies operate and the demands of the stakeholders, before considering introduction of legislation touching on corporate governance There was continuing strong support for the coupling of principle-based recommendations with an ASX listing rule obliging listed companies to either adopt those recommendations or explain why they had not done so The Council considers that it would be premature to advocate that all listed companies adopt a principle-based concept of integrated reporting, given that no internationally accepted framework has yet emerged as to what constitutes an integrated report The Council committed to undertake further work on updating its existing guidance supplementing its Recommendations around risk management processes to take account of new developments Carbon pricing developments provide a topical example of issues that need to be reviewed by companies with a view to satisfying themselves that their risk mitigation strategies and reporting practices are applied appropriately to each new development that represents a material business risk to the company Areas identified as needing reform included the liability regime for forward looking statements and the level of prescription involved in some existing legislative requirements as to matters to be included in annual directors reports The Council has drawn the outcomes of the review to the attention of the Prime Minister and relevant Ministers.

Mr Starrs full statement is available HERE

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