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A New Course About LISTING
Published:2017-05-02 09:45:25    Text Size:【BIG】【MEDIUM】【SMALL

CONTINUING OBLIGATIONS FOR LISTED COMPANIES

UNDER ASX LISTING RULES

Regulatory Authorities in Australia
Confidence in the operation of the companies within ASX Group is reinforced by the whole-of-market regulation undertaken by ASIC across all trading venues and clearing and settlement facilities, as well as the financial system stability oversight by the RBA of ASX’s clearing and settlement facilities. ASIC also supervises ASX’s own compliance with the ASX Listing Rules as a listed company.
Additional responsibility for regulation of the Australian financial system lies with Treasury and APRA. Together with ASIC and the RBA, these four entities comprise the Council of Financial Regulators in Australia.
1. The Australian Securities and Investments Commission (ASIC)
2. The Reserve Bank of Australia (RBA)
3. Treasury
4. The Australian Prudential Regulatory Authority (APRA)

Corporate Governance
Under the Corporate Governance’s Principles and Recommendations, if the board of a listed entity considers that a Council recommendation is not appropriate to its particular circumstances, it is entitled not to adopt it. If it does so, however, it must explain why it has not adopted the recommendation – the “if not, why not” approach.
The “if not, why not” approach is fundamental to the operation of the Principles and Recommendations.

Continuous Disclosure
Once an entity is or becomes aware of any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity’s securities, the entity must immediately tell ASX that information. This type of information is referred to as “market sensitive information”.
Examples of the type of information that could be market sensitive:

• a transaction that will lead to a significant change in the nature or scale of the entity’s activities;
• a material mineral or hydrocarbon discovery;
• a material acquisition or disposal;
• the granting or withdrawal of a material licence;
• the entry into, variation or termination of a material agreement;
• becoming a plaintiff or defendant in a material law suit;
• the fact that the entity’s earnings will be materially different from market expectations;
• the appointment of a liquidator, administrator or receiver;
• the commission of an event of default under, or other event entitling a financier to terminate, a material financing facility;
• under subscriptions or over subscriptions to an issue of securities;
• giving or receiving a notice of intention to make a takeover; and
• any rating applied by a rating agency to an entity or its securities and any change to such a rating.

Periodic Reporting
ASX requires listed companies to publish prescribed financial reports on an annual, half-yearly and, in some cases, quarterly basis, generally within 2-3 months of the relevant reporting period.
Every year, an entity must give ASX a copy of the following documents:

• If the entity is established in Australia, a copy of the annual financial report (audited) which a disclosing entity must lodge with ASIC under section 319 of the Corporations Act. It must give the documents to ASX when it lodges them with ASIC and in any event no later than three months after the end of the accounting period. It must also give ASX a copy of any concise report at the same time.

• If the entity is not established in Australia and is required to comply with section 601CK of the Corporations Act, a copy of the accounts and other documents it must lodge with ASIC under that section. The accounts must be audited and the audit report must be given to ASX with the accounts. It must give the accounts and other documents to ASX when it lodges them with ASIC and in any event no later than three months after the end of the accounting period.

• If the entity is not established in Australia and is not required to comply with section 601CK of the Corporations Act, a copy of the documents that it would be required to give ASX under rule 4.5.2 if it had to comply with the requirements of that section. It must give the documents to ASX no later than three months after the end of the accounting period.
Transactions with Related Parties

An entity (in the case of a trust, the responsible entity) must ensure that neither it, nor any of its child entities, acquires a substantial asset from, or disposes of a substantial asset to, any of the following persons without the approval of holders of the entity’s ordinary securities.

Significant Transactions
If an entity proposes to make a significant change, either directly or indirectly, to the nature or scale of its activities, it must provide full details to ASX as soon as practicable. It must do so in any event before making the change. The following rules apply in relation to the proposed change.

• The entity must give ASX information regarding the change and its effect on future potential earnings, and any information that ASX asks for.
 
• If ASX requires, the entity must get the approval of holders of its ordinary securities and must comply with any requirements of ASX in relation to the notice of meeting.

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