MATTERS REGULATED BY THE CORPORATIONS ACT - vs MATTERS REGULATED BY ASX’S LISTING RULES
The purpose of this document is to explain those matters that are regulated by the Australian Securities and
Investments Commission (“ASIC”) under the Corporations Act 2001 (Cwth) (“Corporations Act”) and those
matters that are regulated by ASX under the Listing Rules.
Matters regulated by ASIC under the Corporations Act
The following are some of the key matters regulated by ASIC under the Corporations Act (including the Market
Integrity Rules made by ASIC under that Act):

breach of directors duties;

insider trading;

market manipulation;

misleading or deceptive conduct in relation to securities (including the making of misleading or deceptive
market announcements);

misconduct by bidders or targets in takeover situations;

misconduct by brokers towards their clients;

errors or omissions in documents produced under the Corporations Act, including:

annual and half-yearly financial statements;

a prospectus or product disclosure statement;

a bidder’s statement or target’s statement relating to a takeover offer; or

a substantial holder notice;

the convening and conduct of shareholder meetings; and

the “two strikes” rule for votes on executive remuneration.
If you wish to make a complaint about a matter above or any other breach of the Corporations Act, you must
pursue it with ASIC rather than ASX. ASX has no power to investigate or take action in relation to breaches of the
Corporations Act.
You can lodge a complaint with ASIC using their online complaint service at:
http://www.asic.gov.au/asic/asic.nsf/byheadline/Complaining+about+companies+or+people?openDocument
Matters regulated by ASX under the Listing Rules
The following are some of the key matters regulated by ASX under the Listing Rules:

the requirement for listed entities to lodge periodic (annual, half-yearly and quarterly) financial statements
with ASX by certain dates (Chapter 4);

the requirement for mining entities and oil and gas entities to comply with certain additional reporting
requirements (Chapter 5);

the requirement for issues of securities above certain limits to be approved by security holders (Listing
Rules 7.1 and 7.1A);

The requirement for acquisitions of substantial assets from, or disposals of substantial assets to, a person
in a position of influence to be approved by security holders (Listing Rule 10.1);

The requirement for issues of securities to a person in a position of influence to be approved by security
holders (Listing Rule 10.11 or 10.14);

The requirement for a proposed significant change to the nature or scale of a listed entity’s activities to be
notified to ASX and, if ASX requires it, to be approved by security holders and/or for the entity to re-comply
with ASX’s admission requirements (Listing Rule 11.1);
Matters Regulated by the Corporations Act vs Matters Regulated by ASX’s Listing Rules (current 31 October 2012)
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

The requirement for the disposal of a listed entity’s main undertaking to be approved by security holders
(Listing Rule 11.2); and
The requirement for directors to submit themselves to re-election every 3 years (Listing Rule 14.4).
If you wish to make a complaint about a possible breach of the Listing Rules, you should do so with ASX.
You can lodge a complaint with ASX using our online complaint service at:
http://www.asx.com.au/about/complaints.htm
Matters regulated both by ASX under the Listing Rules and by ASIC under the
Corporations Act
Some matters are regulated by ASX under the Listing Rules and also by ASIC under the Corporations Act. The
most important of these matters is continuous disclosure, that is, the requirement for a listed entity which
becomes aware of information concerning it that a reasonable person would expect to have a material effect on
the price or value of its securities to release that information to the market immediately, unless it falls within
certain exceptions (Listing Rule 3.1 and section 674 of the Corporations Act).
If you wish to make a complaint about a failure by a listed entity to comply with its continuous disclosure
obligations, you can do so either with ASX or with ASIC, using the online complaint facilities mentioned above.
Matters Regulated by the Corporations Act vs Matters Regulated by ASX’s Listing Rules (current 31 October 2012)
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