Outline
    > Background to the 4th edition
    > What isn’t changing
    > Summary of key changes proposed
    > What next?
    > Upcoming ASX Listing Rule consultation
    2  |
    Background: about the Council
    ASX Corporate 
    Governance Council 
    formed in 2002 
    Develops and issues 
    the Corporate 
    Governance Principles 
    and Recommendations 
    for ASX listed entities
    20 member 
    organisations 
     3  |
    Evolution of the Principles & Recommendations
     2003                      2007                       2010                      2014
     > First edition           > Second edition           > Second edition          > Third edition
     > 10 principles and       > Principles 8 and 10         amended                > 8 principles and 
        32 recommendations        absorbed into other     > 3 new diversity           29 recommendations
     > Separate ‘reporting’       principles                 recommendations        > Major structural 
        recommendation         > Recommendations          > Remuneration              changes
        under each principle      that overlapped            committee              > Risk provisions 
                                  with Corporations          recommendation           strengthened
                                  Act and accounting         amended
                                  standards removed       >                         > Sustainability risks 
                                                             Trading policy           introduced
                                                             recommendation 
                                                             moved to ASX           > Diversity 
                                                             Listing Rules            recommendation 
                                                                                      strengthened and 
     4  |                                                                             streamlined
                             th
    Impetus for a 4  edition
     >   Emerging issues around values, culture and social licence to operate
     >   Government enquiries on carbon risk, whistleblowing and foreign bribery and 
         corruption
     >   A perceived slowing in the rate of progress in achieving gender diversity at board 
         level
     >                                     rd
         Cyber risks (not referenced in the 3  edition)
     >   Governance issues associated with the internationalisation of ASX listed entities
     >                                                            rd
         Areas for improvement identified in KPMG’s review of the 3  edition
     >   Governance concerns raised by ASX about consultancy agreements
     5  |
    What isn’t changing?
    >   Non-prescriptive, flexible “if not, why not” disclosure approach
    >   Hierarchy: principles, recommendations, commentary 
    >   8 core principles remain substantially the same (although principle 3 has been 
        redrafted)
    >   Stand-alone section for externally managed entities retained
    >   Continued flexibility for listed entities to make relevant disclosures either on their 
        website or in their annual reports
     6  |