Corporate Governance of ASX Listed Entities Course

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Gwendoline Hunter
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1 Ensure your company can effectively comply with the ASX Listing Rules Corporate Governance of ASX Listed Entities Course A unique course for professionals responsible for compliance with the ASX Listing Rules Written & facilitated by: Administered & assessed by:

2 Written & facilitated by: Administered & assessed by: The course is administered and assessed by Tribeca, a registered training organisation and one of Australia s leading providers of education and professional development to the Australian Financial Services Sector. Tribeca is also part of a global training network, having been acquired in May 2006 by Kaplan Inc, a US$1.4b international corporation and a subsidiary of the Washing Post Company. The course was developed and written by Corporate Compliance Partners (CCP) in consultation with the Australian Securities Exchange (ASX). CCP specialises in the administration of ASX listed entities, in particular the ASX listing rules and corporate governance issues and will continue their involvement through the facilitation of the course workshop program.

3 Corporate Governance of ASX Listed Entities Course Directors, company secretaries and senior executives are at the forefront of ensuring best practice corporate governance. The increased focus on corporate governance has created greater interest in the role and qualifications of the company secretary. Under CLERP 9, publicly listed companies are required to disclose qualifications of company secretaries in their annual reports. This course is exclusively designed for professional advisers to ASX Listed Entities including: > Company secretaries > Directors > Chief Financial Officers > Company officers & administrators

4 About the course For satisfactory completion of the Corporate Governance of ASX Listed Entities Course, participants must successfully complete the five course modules outlined in this brochure. Alternatively, modules may also be completed separately. Each module is completed by distance education with an accompanying one-day intensive workshop. Following successful course completion, participants will be able to: > understand the operations of the ASX listed environment, including taking a company to market > evaluate and apply the Listing Rules in the day to day administration of an ASX listed entity > understand and perform consistent compliance with the Listing Rules framework

5 Module 1 Introduction to the ASX and Listing a Company Participants are introduced to the operating environment of the equity capital market. This includes how to list a company on the ASX and the purpose of the ASX Listing Rules. The module also addresses the ASX s approach in determining escrow provisions. Topics include: > Introduction to the ASX and the ASX Listing Rules > Listing Rule 1: Admission > Listing Rule 2: Quotation > Listing Rule 9: Restricted securities

6 Module 2 Continuous and Periodic Disclosure This module explores company obligations under both the continuous and periodic disclosure regimes. Participants will be taught how to apply the relevant tests and exemptions together with effective and allowable disclosure management tools. Topics include: > Introduction to continuous disclosure > Listing Rule 3: Continuous disclosure > Listing Rule 4: Periodic and other disclosure matters > Listing Rule 17: Trading halts > Case study

7 Module 3 Securities Management, Meetings of Members and Mining and Exploration Activities Module 3 provides participants with an holistic understanding of matters associated with securities, including transfers and registrations, general meeting management, voting and proxy requirements. The module also has a discrete unit dedicated to mining entities which have specific, additional reporting obligations. Topics include: > Listing Rule 7: Changes in capital and new issues > Other capital changes listing rules > Meetings of a listed entity s members > Listing Rule 5: Additional reporting for mining entities

8 Module 4 Transactions with Persons of Influence and Significant Transactions Module 4 explores the acquisition or disposal of substantial assets between an entity and related parties and the issue of securities to related parties. It deals with the notion of securities as remuneration for directors and the requirements for substantive changes to the nature and scale of a company s operations. Actual transactions are used to ensure real life application. Topics include: > Transactions involving persons in positions of influence > Issuing securities to related parties and their associates > Practical application activities > Significant transactions

9 What does the course cover? Module 5 Corporate Governance and Reporting While not forming part of the Listing Rules, the ASX Corporate Governance Council s Principles and Best Practice Recommendations is a document that all ASX listed entities must report against annually. Module 5 focuses on explaining the principles. It provides practical examples of how to apply them and report appropriately against them. As the principles represent international best practice, Module 5 is also applicable to non-asx listed entities aspiring to best practice corporate governance. Topics include: > Foundations for management and oversight, and board structure > Ethical and responsible decision making, and safeguarding financial reporting > Timely and balanced disclosure, and respect for the rights of shareholders > Recognising and managing risk, and encouraging enhanced performance > Remunerating fairly and recognising legitimate interests of stakeholders

10 Course details Course price > $1,495 per individual module Prerequisites > Undergraduate degree and at least two years corporate work experience OR > Four years relevant work experience in an appropriate role Assessment: Pre-course reading, research and work Participants will be required to complete all reading materials and course activities prior to attending the workshop day. Class participation All participants will be required to contribute to in-class discussions based on the pre-course work. Module exam All participants will be required to complete a one and a half hour closed book exam at the completion of each module. The exam will comprise of 45 multiple choice questions. Final assessment Upon satisfactory completion of all five course modules, participants will be required to undertake a final assessment to be eligible for the Corporate Governance of ASX Listed Entities Course completion certificate. This assessment will cover all five modules and is a 1,500-2,000 word assignment based on case stud ies.

11 Be part of this unique course today. Call to enrol Or to register your interest, fax back the enquiry form to (02)

12 Sydney Office Level 4 45 Clarence Street Sydney NSW 2000 T F Melbourne Office Level Bourke Street Melbourne VIC 3000 T Brisbane Office Level 11, Comalco Place 12 Creek Street Brisbane QLD 4000 T Perth Office Suite Melville Parade Como WA 6152 T mail@tribeca.com.au Client Services Hotline For more information on CCP visit:

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Liability. Claim Form PLEASE RETURN COMPLETED FORM TO YOUR JLT OFFICE Liability Claim Form PLEASE RETURN COMPLETED FORM TO YOUR JLT OFFICE GPO Box 1693 ADELAIDE SA 5001 Tel +61 (0)8 8235 6446 Fax +61 (0)8 8235 6448 PO Box 925 ALBURY NSW 2640 Tel +61 (0)2 6057 3333 Fax +61