Apply 'if not why not' against ASX Corporate Governance Council Principles & Recommendations (4th ed)
ASX-listed entities must disclose against 8 Principles + 38 Recommendations annually.
Who must comply
All ASX-listed entities.
What triggers it
Being ASX-listed.
When due
Annual — with annual report.
Evidence required
Corporate Governance Statement, supporting evidence (e.g. board charter, code of conduct, diversity policy).
Max penalty
Non-compliance with Listing Rule attracts ASX disciplinary process + market reputational impact
Summary
ASX Listing Rule 4.10.3 requires listed entities to disclose corporate governance practices against the ASX CGC Principles and Recommendations (4th edition). 'If not, why not' approach — non-adoption requires explanation. Annual disclosure in the annual report or governance statement.
Enforced by
Source legislation
Entity types
Topics
Related obligations
- CWLTHComply with ASX continuous disclosure (Listing Rule 3.1)Listed entities must immediately disclose price-sensitive information to the market.
- CWLTHMaintain insider trading policy + share trading window (listed entities)ASX Listing Rule 12.12 requires written policy on directors + senior managers trading entity securities.
- CWLTHASX-listed entity board independence + composition (CGC Principle 2)ASX entities should have majority-independent boards + clear board charter.
- CWLTHTwo-strikes rule on listed-company remuneration report (s 250R)If a remuneration report attracts 25%+ no votes twice running, a spill resolution must be considered.
Frequently asked questions
- Who must comply with Apply 'if not why not' against ASX Corporate Governance Council Principles & Recommendations (4th ed)?
- All ASX-listed entities.
- What triggers Apply 'if not why not' against ASX Corporate Governance Council Principles & Recommendations (4th ed)?
- Being ASX-listed.
- When is Apply 'if not why not' against ASX Corporate Governance Council Principles & Recommendations (4th ed) due?
- Annual — with annual report.
- What is the maximum penalty for Apply 'if not why not' against ASX Corporate Governance Council Principles & Recommendations (4th ed)?
- Non-compliance with Listing Rule attracts ASX disciplinary process + market reputational impact
- What evidence is required for Apply 'if not why not' against ASX Corporate Governance Council Principles & Recommendations (4th ed)?
- Corporate Governance Statement, supporting evidence (e.g. board charter, code of conduct, diversity policy).
Source: https://www.asx.com.au/asx/research/corporateGovernance.do. Rules Mate is not a law firm. Always verify against the live regulator source before acting.