ASX releases 5th Edition Corporate Governance Principles and Recommendations Consultation

The ASX Corporate Governance Principles and Recommendations (Principles and Recommendations) were last updated in 2019. Investor and community expectations have evolved significantly over the past five years, particularly with respect to corporate conduct, culture, risk management, stakeholder relationships, reporting, and key management personnel remuneration.

On 27 February 2024 the ASX Corporate Governance Council released its Consultation Draft for the 5th Edition of the Principles and Recommendations. The proposed changes aim to strengthen listed entities’ governance and increase transparency for investors. The consultation materials are available from the ASX website.

The Principles and Recommendations apply to all ASX listed entities, and although not mandatory, where the Board of a listed entity chooses not to follow a particular recommendation, it must explain – the “if not, why not” approach. The Principles and Recommendations reflect a ‘best practice’ view of appropriate corporate governance standards that entities may find useful when framing their own corporate governance policies and practices.

The proposed updated Principles and Recommendations retain the eight core principles from the 4th Edition with 33 General Recommendations (reduced from 35 currently). There are seven additional recommendations (up from three) that apply only in certain cases. 

The proposed changes include new and amended General Recommendations, as well as deletions that will no longer apply to all listed entities given there is already significant regulation by Australian law in these areas. Some of these proposed deletions will instead only apply to entities established outside of Australia. The proposed changes are summarised in Table 1 and Table 2 of the Reporting Update.