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
Every entity admitted to the ASX official list as an ASX Listing (not ASX Debt Listings or ASX Foreign Exempt Listings). Entities in the S&P/ASX 300 Index at the start of the financial year must also have a remuneration committee of non-executive directors (Listing Rule 12.8), and audit committee requirements apply under Listing Rule 12.7.
What triggers it
Being admitted to the official list as an ASX Listing and lodging an annual report.
When due
Annually: the statement (or its URL) goes in the annual report, and a completed Appendix 4G is given to ASX at the same time as the annual report (Listing Rule 4.7.3). If the statement is published on the website rather than in the annual report, a copy must also be given to ASX at the same time (Listing Rule 4.7.4).
Evidence required
Board-approved corporate governance statement with its effective date; Appendix 4G; the governance policies and charters the recommendations call for (board and committee charters, code of conduct, diversity, continuous disclosure and securities trading policies); committee membership and meeting attendance records.
Max penalty
ASX reviews each listed entity's statement and asks for immediate rectification of any breach, usually by a market announcement. If the entity does not respond appropriately, ASX may issue a written direction under Listing Rule 18.8, which is usually published, and may suspend trading in the entity's securities until the breach is rectified (Listing Rules 17.3.1 and 17.3.2). ASX can also require information to be verified under oath (Listing Rule 18.7)
Who must comply with this? The applicability test by industry, business structure and size.
Summary
ASX Listing Rule 4.10.3 requires every entity admitted as an ASX Listing to include in its annual report either a corporate governance statement or the URL of the website page where that statement is located. The statement must disclose the extent to which the entity followed the 38 recommendations (35 of general application and 3 that apply in limited cases) in the fourth edition of the Corporate Governance Principles and Recommendations, released on 27 February 2019 and still in effect. Where a recommendation was not followed for any part of the reporting period, the entity must identify it, the period, its reasons and any alternative practice adopted: the 'if not, why not' approach. The statement must state the date at which it is current and that the board approved it. ASX opened consultation on a draft fifth edition on 21 July 2026; the fourth edition applies until ASX notifies otherwise.
Enforced by
Source legislation
Entity types
Topics
Related
- 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)?
- Every entity admitted to the ASX official list as an ASX Listing (not ASX Debt Listings or ASX Foreign Exempt Listings). Entities in the S&P/ASX 300 Index at the start of the financial year must also have a remuneration committee of non-executive directors (Listing Rule 12.8), and audit committee requirements apply under Listing Rule 12.7.
- What triggers Apply 'if not why not' against ASX Corporate Governance Council Principles & Recommendations (4th ed)?
- Being admitted to the official list as an ASX Listing and lodging an annual report.
- When is Apply 'if not why not' against ASX Corporate Governance Council Principles & Recommendations (4th ed) due?
- Annually: the statement (or its URL) goes in the annual report, and a completed Appendix 4G is given to ASX at the same time as the annual report (Listing Rule 4.7.3). If the statement is published on the website rather than in the annual report, a copy must also be given to ASX at the same time (Listing Rule 4.7.4).
- What is the maximum penalty for Apply 'if not why not' against ASX Corporate Governance Council Principles & Recommendations (4th ed)?
- ASX reviews each listed entity's statement and asks for immediate rectification of any breach, usually by a market announcement. If the entity does not respond appropriately, ASX may issue a written direction under Listing Rule 18.8, which is usually published, and may suspend trading in the entity's securities until the breach is rectified (Listing Rules 17.3.1 and 17.3.2). ASX can also require information to be verified under oath (Listing Rule 18.7)
- What evidence is required for Apply 'if not why not' against ASX Corporate Governance Council Principles & Recommendations (4th ed)?
- Board-approved corporate governance statement with its effective date; Appendix 4G; the governance policies and charters the recommendations call for (board and committee charters, code of conduct, diversity, continuous disclosure and securities trading policies); committee membership and meeting attendance records.
Source: https://www.asx.com.au/about/regulation/corporate-governance-principles-and-recommendations. Rules Mate is not a law firm. Always verify against the live regulator source before acting.