ASX Corporate Governance Council Review Panel releases report

The AICD supports recommendations of the ASX Corporate Governance Council Review Panel. Here we provide an update. 

On 16 October 2025, the ASX released the report prepared by the ASX Corporate Governance Council Review Panel, which sets out recommendations in relation to the process by which the ASX Corporate Governance Principles and Recommendations are developed and updated.

The Panel was appointed by the ASX after the ASX Corporate Governance Council was unable to reach consensus earlier this year on changes to the 4th edition of the Principles.

The ASX has confirmed it will adopt each of the recommendations, which will see the ASX assume primary responsibility for the Principles, supported by an advisory group of between six to 10 experts appointed in their individual capacity.

This is a significant shift from the former model under which responsibility for the Principles sat with the Council, an independent body that, in its most recent iteration, comprised 19 business, shareholder and industry bodies (including the AICD).

Key proposed changes

The key changes recommended by the Panel are set out below: 

1. ASX assumes primary responsibility for the Principles, supported by a small Advisory Group which will oversee drafting and a broad consultation process.
2. Advisory Group members would reflect a diverse spectrum of key stakeholders but will be appointed in their individual capacity and expected to apply their experience and expertise objectively in furthering the collective interests of listed entities, shareholders and the market generally.
3. Regular, scheduled meetings to consider emerging governance developments or issues. Ad hoc meetings as required if the Advisory Group considers it necessary to propose any changes to the Principles.
4. Transparent public consultation process to enable finalisation of any recommendations by the Advisory Group ideally within six months of the consultation process starting and approval and implementation by ASX in a timely manner thereafter.
5. Adoption of a formal renewal cycle, such that every four years the Advisory Group would consider the utility and justification for material updates to the Principles and, if required, commence a public consultation process on proposed changes.

AICD position and next steps

The AICD recognises the need for reform of the previous model and supports the recommendations made by the Panel, which chart a clear path forward.

It is critical that the ASX Principles represent a widely accepted benchmark for good governance in Australia. As outlined by the Panel, the goal should be to reach a position that is in the best collective interests of ASX listed entities, their shareholders and investors trading in listed securities generally.

While the Panel was not asked to draft or recommend changes to the Principles themselves, it provided some observations that reflected themes raised during the review, including the importance of:

• Retaining the ‘if not why not’ approach and avoiding both undue prescription and overlap with other primary regulatory requirements;
  
• Requiring a clear justification for any change (recognising that the adoption of updated Principles places a compliance burden on listed entities); and
  
• Recognising that the Principles should benefit, not disadvantage, Australian listed entities and their shareholders, and that changes should not deter entities from listing on the ASX.

The AICD strongly supports these observations. As a long-standing member of Council, AICD has consistently called for the Principles to be simplified, particularly given the weight of regulation facing Australian businesses.

The ASX is targeting the end of this calendar year for Advisory Group members to be confirmed and an initial meeting called. The AICD looks forward to supporting the ASX with the implementation of the new model.