Meeting ASX Listing Rules Requirements

Transcription

1 Meeting ASX Listing Rules Requirements Course outline Written and designed by: Mark Licciardo FGIA, Managing Director, Mertons Corporate Services Reviewed by: Bill Hundy FGIA, Corporate Lawyer and Company Director, Chair, Course review panel governance short courses Allan Luu, Corporate Counsel Governance Institute of Australia Ltd 2015 ABN

2 Copyright Copyright strictly reserved. No part of these course materials covered by copyright should be reproduced or copied in any form or by any means without the written permission of Governance Institute of Australia. Governance Institute of Australia Ltd 2015

3 COURSE OUTLINE ASX plays an important role in Australia s overall financial and economic stability. In its role as a regulatory body, ASX requires listed companies to adhere to its Listing Rules, Operating Rules and Market Integrity Rules, ensuring that the securities exchange is conducted in a fair, orderly, efficient and transparent manner. Although these rules only apply to public listed companies, the objectives and principles underlying them are relevant to many organisations across all industries and sectors. This course discusses the objectives, structure and operations of ASX and the Listing Rules. It examines the processes involved in new listings, admission and quotations on ASX and factors that bring about trading halts, suspension and removal from the official list. It outlines listed companies continuous and periodic disclosure requirements under the Listing Rules and the obligations of listed companies in relation to dealing in securities, changes in capital and new issues. It also outlines ASX requirements for meetings of members of listed companies. COURSE CONTENT 1 Introduction 1.1 What is the background to this course? 1.2 What are the aims of this course? 2 ASX objectives and principles 2.1 Objectives of ASX 2.2 Principles of the ASX Listing Rules 3 Structure and operation of ASX and the Listing Rules 3.1 ASX Market Rules and Listing Rules 3.2 ASX trading and settlement systems 3.3 Status of the Listing Rules 3.4 Application of the Listing Rules 3.5 Relationship with ASIC and the Corporations Act 3.6 Complying with the spirit, intent and purpose of the Listing Rules 3.7 Overview of Listing Rules 4 New listings, admission and quotations 4.1 Prerequisites for admission to the official list 4.2 Debt listings/foreign companies 4.3 The application process 4.4 The decision to list 4.5 Right of rejection 4.6 Escrow and restriction agreements; voluntary escrow Governance Institute of Australia 1

4 5 Trading halts, suspension and removal 5.1 Triggers for ASX queries 5.2 Trading halts, suspension and removal 6 Continuous disclosure 6.1 Market integrity 6.2 Listing Rule Strategy for compliance 7 Periodic disclosure 7.1 Half-year (Appendix 4D) and full-year (Appendix 4E) financial reports 7.2 Annual reports to security holders 8 Dealing in securities 8.1 General 8.2 Internal policy 8.3 Trading policy 8.4 Trading locks 8.5 Related party transactions 8.6 Voting rights 8.7 Options 9 Changes in capital and new issues 9.1 Appendix 3B 9.2 New issues and security holder approval 10 Meetings of members 10.1 Notice of meetings 10.2 ASX approval process 11 Appendix 6A 11.1 Market terms relating to dividends and distributions record date 12 Appendix 7A 2 Governance Institute of Australia

5 13 Dealing with ASX Practical issues 13.1 ASX relationship management 13.2 ASX rulings and waivers 13.3 Delivery format 13.4 Not for public release 13.5 Public release 13.6 Constitution requirements 13.7 Fees 13.8 ASX Corporate Governance Principles and Recommendations 14 Conclusion 15 Resources 15.1 Legislation and regulators 15.2 Standards and guidelines 15.3 Governance Institute resources 15.4 Reference books 15.5 Reports and journal articles 15.6 Other resources Addendums Listing Rules Appendices Readings Governance Institute of Australia 3