ASX Developments

Kevin Lewis, ASX Group Executive and Chief Compliance OfficerDecember 2014

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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-and-webinars.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