81. Definition of Reporting Entity

A Person is a Reporting Entity if the Person:

(1) has Securities or Units admitted to an Official List;

(2) is the Fund Manager of a Listed Fund; or

(3) is declared by the AFSA to be a Reporting Entity.

82. Governance

(1) A Reporting Entity must have a corporate governance framework which is adequate to promote prudent and sound management of the Reporting Entity in the long-term interest of the Reporting Entity and its shareholders.

(2) For the purposes of the requirement in section 82(1), the AFSA may, by Rules, prescribe:

1. (a) corporate governance principles and standards that apply to a Reporting Entity, including any requirements applicable to its board of directors and individual members, controllers, employees or any other Person as appropriate;
2. (b) requirements relating to fair treatment of shareholders; and
3. (c) provisions to address conflicts of interests.

(3) The requirements in section 82 do not apply to Listed Funds or Fund Managers of Listed Funds. The AFSA may, by Rules, prescribe any circumstances in which such requirements do not apply to certain other Reporting Entities.

83. Market disclosure

(1) A Reporting Entity must, subject to section 83(5), make disclosures to the market of information specified by the AFSA in the circumstances prescribed by the Rules.

(2) Without limiting the generality of section 83(1), the AFSA may, by Rules, prescribe the type of information and the circumstances in which such information must be disclosed including:

• (a) financial information;
• (b) Inside Information as defined in section 87(a); and
• (c) any other information or material change which occurs in relation to a Reporting Entity.

(3) Where information is required to be disclosed pursuant to section 83(1), the Reporting Entity must:

• (a) issue a release of information to the market disclosing the information; and
• (b) file a report with the AFSA, in the manner prescribed by the Rules.

(4) Where a Reporting Entity has failed to publish information required to be published pursuant to section 83(1) and the Rules made for the purposes of this section, the AFSA may publish such information in a manner considered appropriate by the AFSA.

(5) The AFSA may, by Rules, prescribe the circumstances in which a Reporting Entity need not comply with the disclosure requirement in section 83(1).

84. Financial reports

The AFSA may prescribe by Rules:

• (a) financial reports to be filed by a Reporting Entity; and
• (b) audit requirements to be observed by a Reporting Entity.

85. Sponsors and compliance advisers

(1) The AFSA may, where it considers it appropriate to do so, require that a Reporting Entity or a Person that intends to have Securities or Units in a Listed Fund admitted to an Official List or admitted to trading on an Authorised Investment Exchange appoints an Authorised Firm or Accredited Firm to act as a sponsor or compliance adviser.

(2) The AFSA may, by Rules, prescribe:

1. (a) the circumstances in which a Reporting Entity is required to appoint a sponsor or compliance adviser;
2. (b) the requirements applicable to the Reporting Entity and to an Authorised Firm or Accredited Firm appointed as a sponsor or compliance adviser; and
3. (c) any other matter necessary to give effect to such appointments.