Transcript What you need to know — Kevin Lewis

ASX Developments
Kevin Lewis, ASX Group Executive and Chief Compliance Officer
December 2014
Outline
1. Corporate Governance Principles and Recommendations
2. Guidance Note refresh
3. Timetable changes
4. Online forms
5. Reporting rules for mining and oil & gas entities
6. T+2 settlement
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Corporate Governance Principles and Recommendations
 Third edition of the ASX Corporate Governance Council’s Principles and
Recommendations effective for a listed entity’s first full financial year
commencing on or after 1 July 2014
 Entities should be preparing now to transition to the 3rd edition and not
waiting until the end of the financial year
 Presentation slides and webcast on “Transitioning to the 3rd Edition”
available on ASX website at:
ASX | Regulation | ASX Compliance | Presentations and webinars
http://www.asx.com.au/regulation/compliance/presentations-andwebinars.htm
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Guidance Note refresh
 Recently released updates to:
• GN 1 Applying for Admission – ASX Listings
• GN 4 Foreign Entities Listing on ASX
• GN 12 Significant Changes to Activities
• GN 14 Market Announcements Platform
• GN 17 Waivers and In-Principle Advice
• GN 20 ASX Online
 Consulting on new version of GN 8 Continuous Disclosure: Listing
Rules 3.1-3.1B addressing selective disclosure to analysts and issues
regarding analyst forecasts/consensus early next year
 Will shortly be releasing updates to
• GN 27 Trading Policies (addressing director share trading and
approval processes)
• GN 30 Applying for Quotation of Additional Securities (addressing
simple corporate bonds)
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Guidance Note refresh (cont.)
 Will also shortly be releasing new GNs:
• GN 29 ASX Debt Listings
• GN 34 Naming Conventions for Debt and Hybrid Securities
 Other GNs updated or issued over the past two years include:
• GN 9 Corporate Governance Disclosures
• GN 15 ASX Listing Fees
• GN 16 Trading Halts and Voluntary Suspensions
• GN 19 Performance Shares
• GN 21 Appeals
• GN 31 Reporting on Mining Activities
• GN 32 Reporting on Oil and Gas Activities
• GN 33 Removal of Entities from the ASX Official List
 Aiming to refresh and re-issue balance of existing GNs over 2015
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Timetable changes
 Timetable for standard rights issues shortened from 26 to 19 business
days
 Timetable for ex–trading period on all corporate actions with an ex-date
(including dividends) also shortened from 5 to 3 business days
 New prescribed timetables for:
•
standard rights issues (renounceable and non-renounceable)
•
various types of accelerated pro rata issues – no need to apply for a
timetable waiver for these issues
 Change to election dates for DRPs (no earlier than the business day
after the record date) – listed entities may need to review DRP terms
and conditions
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Online forms
 New ASX Online forms and Listing Rule Appendices for announcing
dividends, interest payments, consolidations, splits and cash capital
returns went live on 22 September:
•
Various data pre-populated and field validation for other data (eg
timetable dates) – faster to complete and fewer errors
•
More comprehensive data requirements – fewer gaps in information
and fewer enquiries for listed entities to handle
•
Automatically creates and releases PDF market announcement and
then sends structured data to registries, professional investors, data
vendors and custodians via ASX data feeds – faster and more
accurate processing and fewer translation errors
•
Mandatory to use online forms from 22 March 2015
 Note also two new non-electronic Listing Rule Appendices for calls and
in-specie capital returns to be filled in and lodged as PDFs
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Reporting rules for mining and oil & gas entities
 Some common teething issues:
•
Table 1 – not including Table 1 when disclosing exploration results,
resources or reserves or not completing Table 1 on an “if not, why
not” basis.
•
Reserves – inadequate disclosure of assumptions (especially
regarding modifying factors).
•
Production targets – not disclosing the relevant proportions of
resources and reserves underpinning the target; leaving out the
required cautionary statement if a proportion of the target is based
on an inferred resource; inadequate disclosure of assumptions
(especially regarding modifying factors).
•
Exploration targets – leaving out the required cautionary
statement or not giving it equal prominence; not disclosing the basis
for the range.
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Reporting rules for mining and oil & gas entities (cont.)
•
Historical estimates – leaving out the details regarding reliability
and known information relevant to Table 1.
•
Cautionary statements – still putting them as a footnote.
•
Streamlining – not cross referencing or leaving out the “nothing has
changed/assumptions apply and have not materially changed”
statement.
 Ore Reserves - a reminder that from 1/12/14 Cl 29 of the JORC Code
will require Ore Reserves to be “defined by studies at Pre-Feasibility or
Feasibility level, as appropriate, that include application of Modifying
Factors.”
 Note: FAQs on new Chapter 5 reporting rules for mining entities
available on the Compliance Downloads page of the ASX website
http://www.asxgroup.com.au/compliance-downloads.htm, under
‘Reserves and Resources Reporting Requirements’
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T+2 settlement
 ASX planning to move from T+3 to T+2 settlement for cash market
trades in 1Q 2016
 Faster and more efficient settlement of trades
 Reduces counterparty risk for investors, participants and the clearing
house → a reduction in systemic risk across the whole market
 Corporate action and capital raising timetables will change again to
shorten the ex period by a further business day
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