14 October 2019

ASX updates Guidance Note 9

This article was written by Jack Hill.

As most of you will be aware, the 4th edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (“4th Edition CGPs”) were released in February this year and will take effect for an ASX listed entity’s first full financial year commencing on or after 1 January 2019.

To coincide with that release, the ASX has also recently released an updated Guidance Note 9 which takes effect from 1 January 2020. The update reflects the changes in the 4th Edition CGPs, makes it clear an entity’s board needs to ensure that the market receives a ‘reasonable level’ of information about the entity’s corporate governance practices and provides entities with additional guidance on how to complete an Appendix 4G, disclose governance policies and comply with some of the new recommendations in the 4th Edition CGPs.

What’s new in the updated Guidance Note 9?

The table below summarises some of the new practical guidance in the updated Guidance Note 9 that you should be aware of. While most of the new guidance reflects existing market practice, it is always useful to know the regulator is comfortable with that practice.



Completing an Appendix 4G 

You should only state that you have complied with a recommendation where you have complied with each part of the recommendation for the whole year

Where a required disclosure has been made in your annual report, your Appendix 4G should contain the page number of the report where the disclosure is made

It is fine to delete sections of the Appendix 4G that are not used (ie the third column used to report non-compliance with a recommendation where you have complied with all recommendations)

Disclosure of governance policies

For a policy to be ‘disclosed’, it needs to be in your annual report or on your website – it can’t just be disclosed within your organisation

If your governance ‘policies’ are styled as relatively short high-level statements of principles that are supplemented by a document containing more detail on the processes an individual must take to comply with those principles, it could be that both documents need to be disclosed. Whether that is the case depends on whether your ‘policy’ contains the bulk of the suggested contents for the relevant policy in the 4th Edition CGPs. If it does not, the supplementary document will also need to be disclosed

Verifying the integrity of any ‘periodic corporate report’

The definition of a periodic corporate report in the 4th Edition CGPs is deliberately specific

Recommendation 4.3 doesn’t apply to reports prepared on a ‘one-off’ or ‘ad-hoc’ basis – it is intended to capture items like directors’ reports, quarterly activities reports, ESG reports and the unaudited aspects of integrated reports

Investor presentations

Where you give a series of presentations to investors over a short period of time, the ASX only expects you to release the first presentation (provided the subsequent presentations do not contain any new price sensitive information)

Where can I find more information?

A copy of the updated Guidance Note 9, can be found here.

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