The issue of continuous disclosure is once again in the spotlight with the ASIC’s announcement last week on matters effecting Western Mining Corporation. Last year, the ASX compelled the AMP and National Australia Bank to make an announcement to the exchange following press speculation about a possible merger.

The interpretation of the continuous disclosure laws and ASX listing rules are an important issue for Chartered Secretaries Australia. On the 9th of April, CSA will be hosting a symposium at the Westin Hotel in Sydney: ‘Continuous Disclosure: A corporate governance issue’ to further the debate and explore the implications of the recent interpretation by the ASX.

1. What position in your company is responsible for liaison with the ASX on matters of disclosure? (eg. Company Secretary, CEO, Finance Director).

Company Secretary 96%
General Counsel 4%

2. Does your company have a Board/Management Committee to consider and approve the disclosure of matters to the ASX?

Yes     44%
No      56%

If not, who approves the disclosure?

Company Secretary                                  2
Company Secretary & Investor Relations    3
Managing Director/CEO                             6
CFO                                                         5
Company Secretary & CEO                        5
Board                                                       3

3. Does your company have a formal written policy on the disclosure of information to the ASX and investors?

Yes      60%
No       40%

If so, has it been made public and available to shareholders?

Yes     30%
No       70%

If not, does your company intend to draw up a written policy?

Yes      16%
No       75%
Maybe 9%

4. Has your company set parameters on the nature of information disclosed to ASX?

Yes     61%
No      39%

If yes, it is:

— everything, including non-sensitive publicity matters,

Yes    27%
No     73%

— or, only material regarded as potentially market sensitive?

Yes   100%
No    0%

5. Is information disclosed to the ASX also made available on your company's website?

Yes   96%
No    4%

are shareholders advised of its availability?

Yes   64%
No    36%

6. Does your company use ASX Online to disclose material to ASX?

Yes   61%
No    39%

How are overseas exchanges/regulators advised? (eg by fax, email, mail or online)

Fax                7
Fax and Mail   4
Mail               2
Email             7

7. How many times over the last 12 months has your company received informal enquiries from ASX seeking statements on:

(a) media comment; and
(b) price movements?

Number of times: Nil        5
                           1-5      18
                           6-10     4
                           11-15
                           16-25
                           >25      1

How have these enquiries been resolved?

No announcement, discuss with ASX     20
Made announcement                           4

8. Do you believe ASX is becoming more active in requiring companies to respond to media speculation (eg takeovers, financial results)?

Yes     93%
No      7%

If so do you agree with this approach?

Yes       77%
No        19%
Maybe   4%

9. If your company perceives that the market expectations of your profit results are well wide of company forecasts how would your company go about modifying market expectations?

Special announcement     19
Briefings                         4
Website                          2
Normal announcement     5

10. Do you think the ASX's continuous disclosure rules are:

(a) Restrictive                3%
(b) Adequate                 60%
(c) Insufficient               7%
(d) Difficult to interpret   30%

How can they be improved?

Clarify exclusions
The issue is interpretation, not the rules
ASX & ASIC need to agree on interpretation
Industry involvement in review
Better dialogue with companies

Tim Sheehy
CHIEF EXECUTIVE