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Australian Stock Exchange: Corporate Governance Council Statement

Date 24/06/2003

The ASX Corporate Governance Council, chaired by ASX Executive General Manager, Issuers and Market Integrity, Karen Hamilton, met today for the first time since the release of its Principles of Good Corporate Governance and Best Practice Recommendations on 31 March 2003. Ms Hamilton acknowledged the commitment and significant efforts of all Council members in this achievement and reiterated the aim of the Council to produce such a collaborative, broadly endorsed tool to assist companies in meeting the governance expectations of their investors.

The Council noted the extensive communications and education strategy undertaken by ASX and by various other Council members and the benefit of these in eliciting feedback, encouraging understanding and acceptance of the recommendations and emphasising the importance of the "if not, why not" regime. This regime is specifically designed to allow companies the flexibility to adopt different governance structures to suit their needs, a flexibility properly tempered by the requirement to be accountable and to explain the company's position to investors.

The Council discussed its continuing role and in particular the mechanisms for capturing feedback and ensuring that the recommendations remain at the forefront of best practice. ASX outlined how it will be promoting and facilitating appropriate disclosure by listed entities against the best practice recommendations and how it will review and facilitate compliance with the requirement for the top 500 companies to have in place an audit committee.

The Council has committed to periodic review of the best practice recommendations and to establishing an Implementation Review Group to facilitate this. The Council agreed that the purpose of the IRG is to provide an independent perspective from those with a practical understanding of the issues associated with implementing and managing the recommendations and to make suggestions for improvements to the Council. Council appointed a nominations sub-committee to consider appointees to the IRG who would be able to bring an appropriate mix of views and experience. Council is seeking expressions of interest from senior candidates with practical implementation experience willing to commit to this important process. Expressions of interest and brief curriculum vitae should be forwarded to ASX by Thursday 31 July 2003.