The current Fourth Edition, introduced in 2019, will remain in effect without change.

The ASX Corporate Governance Council (Council) has formally closed its consultation on the draft fifth edition of the Corporate Governance Principles and Recommendations (Principles). 

Outcome of the Consultation Process

The Council sought to revise the Principles as part of an extensive two-year consultation process. However, a broad consensus among its 19-member organisations could not be reached, with a number of members, voting against the proposed changes. Given the lack of consensus, the Council determined it was appropriate to close the consultation process and provide certainty to the market.

In a Communique published by the Council, Elizabeth Johnstone (Chair of Council) stated:

“During the past year, we have had a detailed and robust consultation on the draft Fifth Edition of the Corporate Governance Principles and Recommendations” and while “we wanted to ensure that many voices were heard so we could have an informed discussion and arrive at the best possible outcome for all stakeholders. It is clear, from the range of views expressed during the consultation, that achieving broad consensus on a suitable Fifth Edition would not be possible at this point in time” … “The current Fourth Edition of the Corporate Governance Principles and Recommendations will remain in effect without change”.¹

Key Issues Raised in the Consultation

A primary point of contention was the proposed expansion of diversity disclosures in the Principles, which would have required listed companies to report on characteristics beyond gender, such as sexuality, age, Indigenous heritage, and disability. The changes were strongly advocated by investor and superannuation groups but faced opposition from business groups and directors concerned about the regulatory burden and lack of a cost-benefit analysis. As a result, a clear consensus could not be reached, leading the Council to close the consultation process to provide the market with certainty. 

What This Means for Listed Entities

• The Fourth Edition of the Principles remains in full effect and will continue to guide corporate governance practices for ASX-listed entities.
• There are no new reporting obligations under the Principles at this time, including on diversity disclosures beyond gender.
• Listed entities should continue to apply the Fourth Edition on an “if not, why not” basis, ensuring compliance with existing governance requirements.

Dentons can assist with any queries you may have in relation to ASX corporate governance for ASX listed entities. Please contact Kym Livesley, Urvashi Seomangal or your usual member of the Dentons Corporate team for further information.

1. ASX Corporate Governance Council, ‘ASX Corporate Governance Council closes consultation on draft Fifth Edition Corporate Governance Principles and Recommendations’ (Communique, ASX Corporate Governance Council, 20 February 2025) <https://www.asx.com.au/content/dam/asx/about/corporate-governance-council/20-feb-asx-corporate-governance-council-closes-consultation.pdf>.