ASX LIMITED — Governance Information 2016

Aug 17, 2016

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Introduced 01/07/14 Amended 02/11/15

Name of entity

ASX Limited

ABN / ARBN 98 008 624 691	Financial year ended:
98 008 624 691	30 June 2016

Our corporate governance statement[2] for the above period above can be found at:[3]

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These pages of our annual report: Pages 4 to 11

☐ This URL on our website:

The Corporate Governance Statement is accurate and up to date as at 18 August 2016 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date: 18 August 2016

Name of Director or Secretary authorising lodgement: Amanda J. Harkness, Company Secretary

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

2 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found. You can, if you wish, delete the option which is not applicable. Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.

• See chapter 19 for defined terms

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	… the fact that we follow this recommendation: in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 7, under the headings: Role and responsibilities of the Board, and Delegation to committees, subsidiary boards and Management) … and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management): in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 7, under the headings: Role and responsibilities of the Board, and Delegation to committees, subsidiary boards and Management) Refer also to the ASX Board Charter and Committee Charters available at: http://www.asx.com.au/about/corporate-governance.htm	-
1.2	A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	The fact that we follow this recommendation: in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 8, under the heading: Director appointment and election)	-
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	… the fact that we follow this recommendation:  in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 8, under the heading: Director induction and training), and on page 20 of ASX’s Annual Report 2016, under the heading: Executive service agreements	-

4 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

• See chapter 19 for defined terms

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	… the fact that we follow this recommendation: in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 10, under the heading: Company secretaries)	-
1.5	A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.	… the fact that we have a diversity policy that complies with paragraph (a):  in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 11, under the heading: Diversity), and on page 15 of ASX’s Annual Report 2016, under the heading: Gender equality targets … and a copy of our diversity policy or a summary of it:  at: http://www.asx.com.au/documents/about/diversity-and-inclusion- policy.PDF … the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them:  in ASX’s Annual Report 2016 page 15, under the heading: Gender equality targets … and the information referred to in paragraphs (c)(1) or (2):  in ASX’s Workplace Gender Equality Act Report, available at: http://www.asx.com.au/about/corporate-governance.htm	-

• See chapter 19 for defined terms 2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a):  in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 8, under the heading: Performance reviews) … and the information referred to in paragraph (b):  in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 8, under the heading: Performance reviews)	-
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a):  in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 10, under the heading: Management performance and remuneration) … and the information referred to in paragraph (b):  in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 10, under the heading: Management performance and remuneration)	-

• See chapter 19 for defined terms 2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	-	During the period from 21 March 2016 until 17 August 2016, ASX followed all of the recommendation in full except 2.1(a)(2)  An explanation why ASX did not follow Recommendation 2.1(a)(2) between 21 March 2016 and 17 August 2016 is set out in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 7, under the heading: Board assessment of interim arrangements) A copy of the charter of the nomination committee is available: at:http://www.asx.com.au/documents/asx-compliance/Nomination- Committee-Charter.pdf … and the information referred to in paragraphs (4) and (5): in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 9, under the headings: Committee membership, and Nomination committee, and page 8, under the heading: Director attendance at meetings)
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	… our board skills matrix: in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 6, under the heading: Board skills matrix)	-

• See chapter 19 for defined terms 2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	… the names of the directors considered by the board to be independent directors: in our Corporate Governance Statement (refer to ASX’s Annual Report 2016 pages 4 – 6 under the heading: ASX Limited Board, page 8, under the heading: Director independence, and page 7 under the headings: Interim Arrangements and Chairman independence, and Board assessment of interim arrangements) … and, where applicable, the information referred to in paragraph (b): in our Corporate Governance Statement (refer to ASX’s Annual Report 2016 page 8, under the heading: Director independence, and page 7 under the heading: Interim arrangements and Chairman independence) … and the length of service of each director:  in ASX’s Annual Report 2016, pages 4 – 6, under the heading: ASX Limited Board	-
2.4	A majority of the board of a listed entity should be independent directors.	… the fact that we follow this recommendation: in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 8, under the heading: Director independence)	-
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	-	 An explanation why ASX did not follow Recommendation 2.5 between 21 March 2016 and 17 August 2016 is set out in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 7, under the headings: Interim arrangements and Chairman independence and Board assessment of interim arrangements) Mr Rick Holliday-Smith has been assessed by the Board to be an independent and non-executive director as at 17 August 2016
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	… the fact that we follow this recommendation:  in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 8, under the heading: Director induction and training)	-

• See chapter 19 for defined terms 2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	… our code of conduct or a summary of it:  at: http://www.asx.com.au/documents/about/code_of_conduct_summary.pdf Refer also to ASX’s Annual Report 2016, page 11, under the heading: Code of Conduct	-
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non-executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	ASX complies with paragraph (a): the fact that we have an audit committee that complies with paragraph (1) and (2):  in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 9, under the headings: Board committees, and Audit and Risk Committee) … and a copy of the charter of the committee:  at: http://www.asx.com.au/documents/about/audit_risk_charter.pdf … and the information referred to in paragraphs (4) and (5):  in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 9, under the headings: Committee membership, and Audit and Risk Committee, and page 8, under the heading: Director attendance at meetings)	-

• See chapter 19 for defined terms

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	… the fact that we follow this recommendation: in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, pages 10 – 11, under the heading: Risk management)	-
4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	… the fact that we follow this recommendation: in ASX’s Annual Report 2016, page 74 under the heading: Annual General Meeting 2016	-
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it: at: http://www.asx.com.au/documents/about/LR_3.1_Policy.PDF	-
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	… information about us and our governance on our website:  at: http://www.asx.com.au/about/corporate-governance.htm	-
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	… the fact that we follow this recommendation:  in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 11, under the heading: Shareholder engagement)	-

• See chapter 19 for defined terms 2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	… our policies and processes for facilitating and encouraging participation at meetings of security holders: at: http://www.asx.com.au/documents/about/Shareholder_Communication_Stateme nt_Sep14.pdf	-
6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	… the fact that we follow this recommendation: at ASX’s Annual Report 2016, page 74, under the heading: Electronic communication	-
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	ASX complies with paragraph (a) … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2):  in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 9, under the heading: Board Committees, and Audit and Risk Committee) … and a copy of the charter of the committee:  at: http://www.asx.com.au/documents/about/audit_risk_charter.pdf … and the information referred to in paragraphs (4) and (5):  in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 9, under the heading: Committee membership, and Audit and Risk Committee, and page 8, under the heading: Director attendance at meetings)	-

• See chapter 19 for defined terms 2 November 2015

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, pages 10 – 11, under the heading: Risk management) … and that such a review has taken place in the reporting period covered by this Appendix 4G: in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 10, under the heading: Risk management)	-
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	ASX complies with paragraph (a) … how our internal audit function is structured and what role it performs:  in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, pages 10 – 11, under the heading: Risk management)	-
7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks:  in ASX’s Annual Report 2016, pages 14 – 16, under the heading: Environment, social and governance, and pages 32 – 33, under the heading: Risks	-

• See chapter 19 for defined terms

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	ASX complies paragraph (a) … the fact that we have a remuneration committee that complies with paragraphs (1) and (2):  in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 9, under the heading: Board committees) … and a copy of the charter of the committee:  at: http://www.asx.com.au/documents/Remuneration-Committee-Charter.pdf … and the information referred to in paragraphs (4) and (5):  in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 9, under the heading: Committee membership, and Remuneration Committee, and page 8, under the heading: Director attendance at meetings)	-
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	… separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives:  in ASX’s Annual Report 2016, pages 17 to 25 (Remuneration Report)	-

• See chapter 19 for defined terms

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Appendix 4G Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	… our policy on this issue or a summary of it:  in our Corporate Governance Statement (refer to ASX’s Annual Report 2016, page 10, under the heading: Trading by ASX Group directors and employees). Refer also to ASX’s Group Dealing Policy available at: http://www.asx.com.au/documents/about/Dealing-Rules.PDF	-

• See chapter 19 for defined terms 2 November 2015

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