ASX-listed entity board independence + composition (CGC Principle 2)
ASX entities should have majority-independent boards + clear board charter.
Who must comply
ASX-listed entities (recommended under Principle 2).
What triggers it
Being ASX-listed.
When due
Continuous; annual Corporate Governance Statement disclosure.
Evidence required
Board charter; independence determinations; committee structure.
Max penalty
Disclosure-based (if not, why not); reputational
Summary
ASX Corporate Governance Council 4th edition Principle 2 recommends majority of board members are independent directors, separate Chair + CEO, board charter, board committee charters (audit + risk + nomination + remuneration).
Enforced by
Entity types
Topics
Related obligations
- CWLTHMaintain insider trading policy + share trading window (listed entities)ASX Listing Rule 12.12 requires written policy on directors + senior managers trading entity securities.
- CWLTHApply 'if not why not' against ASX Corporate Governance Council Principles & Recommendations (4th ed)ASX-listed entities must disclose against 8 Principles + 38 Recommendations annually.
- CWLTHComply with ASX continuous disclosure (Listing Rule 3.1)Listed entities must immediately disclose price-sensitive information to the market.
- 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 ASX-listed entity board independence + composition (CGC Principle 2)?
- ASX-listed entities (recommended under Principle 2).
- What triggers ASX-listed entity board independence + composition (CGC Principle 2)?
- Being ASX-listed.
- When is ASX-listed entity board independence + composition (CGC Principle 2) due?
- Continuous; annual Corporate Governance Statement disclosure.
- What is the maximum penalty for ASX-listed entity board independence + composition (CGC Principle 2)?
- Disclosure-based (if not, why not); reputational
- What evidence is required for ASX-listed entity board independence + composition (CGC Principle 2)?
- Board charter; independence determinations; committee structure.
Source: https://www.asx.com.au/regulation/corporate-governance-council. Rules Mate is not a law firm. Always verify against the live regulator source before acting.