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04 March 2003
On November 24 2002 the Australian Stock Exchange Limited (ASX) announced it
would proceed with changes to its listing rules proposed in its exposure draft
paper issued on July 19 2002 (for more information please see "Proposed
Listing Rule Changes to Enhance Disclosure"), following its consideration
of 36 submissions it received in response to that paper.
The changes are designed to improve the continuous disclosure regime
to which all ASX-listed entities are subject, and which is designed to promote
market integrity and efficiency.
The new rules apply from January 1 2003 (or July 1 2003 for changes to the periodic reporting requirements).
The cornerstone of the continuous disclosure regime is Listing Rule 3.1. The rule obliges a listed entity to notify the ASX as soon as it becomes aware of information that a reasonable person would expect to have a material effect on the price or value of its securities. Particular information need not be disclosed if:
The exception from the disclosure requirement is now contained in a separate
Rule 3.1A and its confidentiality limb has been changed, so that disclosure
must be made where the ASX has formed the view that the relevant information
has ceased to be confidential.
A new Rule 3.1B provides that if the ASX considers that there is, or is likely
to be, a false market in an entity's securities and asks the entity to give
it information to correct or prevent a false market, the entity must give the
ASX the information that is needed to do so.
A new Guidance Note has been published by the ASX with regard to compliance
with these listing rules.
In the second half of 2002 the ASX Corporate Governance Council developed a
set of best practice corporate governance recommendations for Australian listed
companies. To complement this initiative, the ASX listing rules now require
(i) a listed entity's corporate governance reporting to make reference to these
recommendations, and highlight areas of departure and the reasons for them,
and (ii) the establishment of audit committees for entities whose securities
comprise the All Ordinaries Index (the top 500), and that the structure, role
and operation of each such committee comply with these recommendations.
These changes will become effective for a listed entity on and from its first
financial year commencing after January 1 2003.
Electronic lodgement of announcements by all listed entities will be mandatory
from July 1 2003.
Financial periodic reporting for listed entities has been changed in the following
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