The fallout from the financial services royal commission and scandalous bank behaviour has prompted a warning to Australia’s biggest companies to dramatically improve their culture.
The ASX Corporate Governance Council has re-drafted some core principles urging company boards to heed calls to enforce a better culture and to always act lawfully and ethically.
While not directly mentioning the current flashpoints of AMP and the Commonwealth Bank, the council said the recommended changes recognise “emerging domestic and global issues” in corporate governance.
“The council’s proposed changes anticipated and respond to some of the governance issues identified in recent enquiries, including the Hayne royal commission,” the council said in a statement released this morning.
While the guidelines retain the same eight core principles, a key change urges companies to “instil and continually reinforce a culture of acting lawfully, ethically and in a socially responsible manner.”
The council has released a consultation paper to all listed companies covered by the guidelines, where recommendations on governance issues are expanded from 29 to 30 in the review.
‘Not mandatory’ but widely followed
ASX head of compliance Kevin Lewis told The World Today that, while the revelations from the royal commission are a factor, the council has been assessing the need for better corporate culture over the past year.
“We are recognising in very explicit terms that a listed entity social license to operate is one of its most valuable assets and that that license can be lost or seriously damaged if the entity or its officers or employees are perceived to have acted unlawfully or unethically or in a socially irresponsible manner,” Mr Lewis said.
“We have shone a light on the issues around values and codes of conduct, things like whistleblowers and the need for boards to be notified of material events.”
Mr Lewis said, while the recommendations are not enforceable, he expects all 2,200 ASX-listed companies to comply given the current pressures.
“Listed companies have an obligation under our listing rules to disclose the extent to which they follow the council’s recommendations and if they don’t follow a recommendation they have to explain why not,” Mr Lewis said.
“They’re not mandatory, but most of the companies in the ASX 200 would pretty much treat them as mandatory.
“They don’t want to say, for example, that they don’t comply with best practice and the principles and recommendations reflect best practice.”
The council has also recommended that companies have at least 30 per cent of women on company boards as part of a growing push for greater diversity in corporate Australia.
Follow Peter Ryan on Twitter @peter_f_ryan.