1 Introduction -
Public listed companies are highly regulated in Australia. The main source of regulation is the Corporations Act 2001 (Cth) (Corporations Act) and Australian Securities Exchange (ASX) Listing Rules, which are supplemented by the Australian Securities and Investments Commission (ASIC) policy and the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations.
This Guide is designed to assist the directors, secretaries and executives of public listed companies 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 Council’s Corporate Governance Principles and Recommendations. While neither ASIC Policy nor the ASX Corporate Governance Principles and Recommendations are legally binding, they do provide guidance and assistance in the conduct of public listed companies’ affairs. Further, under Listing Rule 4.10.3, public listed companies are required in their annual reports to state the extent to which they have followed 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 refers to only 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 apply equally to listed trusts except where noted otherwise.
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; and
• insider trading.
We hope that this Guide provides you with a broad overview of the rules, regulations and issues applicable to public listed companies. 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.
Please see full guide below for more information.
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