Who must apply 'if not why not' against ASX Corporate Governance Council Principles &?

ASX-listed entities must disclose against 8 Principles + 38 Recommendations annually.

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.

Applies when the business has an ASX listing.

How the regulator frames it: 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.

Jurisdiction: Commonwealth law, so the test is the same in every state and territory.

Outcome across the 35 industries Rules Mate maps (35 of 35: no).

The answer is the same in every industry: no. Industry does not change who must comply.

Structure does not change the answer across all industries: for every structure the answer is "no".

Size does not change the answer across all industries: at every size band the answer is "no".

Each line is one run of the Rules Mate applicability engine for a single business profile, with the reason the engine gives:

• Pty Ltd company in real estate agents with 6–19 employees, turnover $1M–$3M: does not apply. Requires an ASX listing.

Starting from a small or large professional services company that does not otherwise meet the test, each of these single facts changes the engine's answer:

• The business is listed (or listing) on the ASX: it then applies (ASX-listed (or preparing to list)).

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).

Frequency

Annual

Evidence to keep

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.

Status

Current

Priority

High

Maximum 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)

Rules Mate has not yet classified the audit or assurance level for this obligation. Any audit, review or certification requirement is set by the regulator source listed below.

If this obligation applies to you, so do these 5: the engine uses the same rule for each.

• Comply with ASX continuous disclosure (Listing Rule 3.1)
• Two-strikes rule on listed-company remuneration report (s 250R)
• Maintain insider trading policy + share trading window (listed entities)
• Lodge a prospectus for offers requiring disclosure
• ASX-listed entity board independence + composition (CGC Principle 2)

Rules Mate tracks 4 published obligations tagged "corporate governance", 1 of them rated critical. For a professional services Pty Ltd company with 6–19 employees operating in every state, 0 of those apply outright. This obligation is rated high priority, and is a annual obligation.

Regulated by Australian Securities Exchange (listing rules supervision) and Australian Securities and Investments Commission.

ASX: Operator of the principal Australian securities exchange. Listing Rules govern continuous disclosure, corporate governance, and capital raising for listed entities.

ASIC: Corporate regulator administering the Corporations Act, financial services and credit licensing (AFSL/ACL), markets supervision, insolvency, and registries (ASIC and ABRS).

• Australian Securities Exchange (listing rules supervision)
• Australian Securities and Investments Commission

Corporations Act: The foundational federal Act for Australian corporate law.

• Corporations Act 2001

Free tools that help with this obligation:

• Compliance calendar builder