GRT Alert – ASX Corporate Governance Council Update

The ASX Corporate Governance Council has recently released a package of consultation materials for a proposed fifth edition of its Corporate Governance Council Principles and Recommendations. Since its inception, the document aspires to represent a leading standard on corporate governance, and addresses important issues such as corporate conduct, culture, diversity, risk management, reporting, and remuneration.
 
The significant proposed changes are as follows:

  • Proposed Recommendation 3.3 emphasises consideration of key stakeholders’ interests, requiring engagement processes and reporting of material issues to the board. Stakeholder relevance is integrated into governance structures, highlighted in commentary on board roles. Enhanced stakeholder engagement extends to AGMs, advocating for hybrid meetings and addressing significant ‘against’ votes.
  • Proposed Recommendation 2.2 mandates disclosure of a board skills matrix, detailing current and desired skills.
  • Proposed Recommendation 2.2 now mandates disclosure of the process for assessing directors’ skills and experience. Best practice involves explaining the assessment methodology, clarifying skill definitions in the board skills matrix, and outlining criteria for directors to possess those skills.
  • Proposed Recommendation 2.3 mandates disclosure of a measurable objective and timeframe for achieving gender diversity on the board. Additionally, it requires disclosure of other diversity considerations like age and ethnicity, with a new inclusion of a timeframe for achieving diversity goals.
  • Proposed Recommendation 2.3 for S&P/ASX 300 Index companies shifts from a minimum requirement of 30% gender representation to aiming for a ‘gender-balanced board’ with at least 40% representation of each gender or up to 20% for any gender.
  • Proposed Recommendation 3.2 mandates disclosure of outcomes from actions taken by a listed entity in response to material breaches of the code of conduct, presented on a de-identified basis.
  • Proposed Recommendation 8.3 mandates listed entities to implement remuneration structures allowing clawback or performance-based remuneration limitations for senior executives. Additionally, it requires disclosure of the use of these provisions during the reporting period, presented on a de-identified basis.
  • Proposed Recommendation 7.4 would require a listed entity to disclose its material risks (including its material environmental, social and governance risks).
  • A number of minor changes appear to align with the upcoming mandatory climate reporting requirements.

 
As part of the process, the Council is seeking feedback from those who want to express their opinion(s) on these important matters. All interested parties can review the relevant documentation and access the online submission form at the ASX Corporate Governance Council’s webpage. The Council is seeking submissions by Monday 6 May 2024.
 
GRT Lawyers encourage all listed entities to access the materials and participate in the consultation process.

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Lawyer

Meghan Bower

Meghan is a dedicated and high-performing graduate joining our commercial disputes team with over 5 years of pre-admission experience handling complex personal injury cases. She brings a comprehensive understanding of legal intricacies and a passion for advocating for her clients.

Throughout her career, Meghan has honed her skills in due diligence work, contract review, advice, ADR and multi-jurisdictional litigation including claims in the Supreme Courts of Queensland, New South Wales, Victoria and the Northern Territory. Her journey in the legal field has been marked by her unwavering commitment to client service and her ability to thrive under pressure. Meghan is on the cusp of becoming a qualified lawyer and is eager to contribute her skills and knowledge to GRT’s specialist litigation team.

Associate

Andrew Doak

Andrew begun his legal career as a law clerk in Brisbane in 2008 and continued this through his studies until he graduated with a Bachelor of Laws from Queensland University of Technology in 2011.

He was admitted as a solicitor in 2012 and shortly thereafter moved to London where he worked for global top tier and Magic Circle law firms covering a variety of arbitration and litigation matters. As a highly skilled legal professional, he was responsible for managing multiple teams on document heavy litigation, many of which were centered around energy, commercial, insurance and financial services disputes.

Andrew had worked with senior lawyers and counsel on several high profile and well-publicised cases including class actions, large financial regulatory investigations, and complex international matters before making the decision to return home to Brisbane and join GRT in 2024.

Finance Manager

Chan Hu

Full bio coming soon!

Associate

Dale Copley

Dale began working with GRT Lawyers at the start of 2023 after beginning his legal career with  top-tier firm. He recently retired from professional sports and is relatively new to the legal field, having been admitted in November of 2022.

Dale values the importance of teamwork and advising clients to assist them in achieving their business goals. His experience as a professional athlete has instilled in him the significance of collective efforts and strategic collaboration – qualities that now define his approach to his career in law.

He has a strong interest in equity markets and is acquiring valuable experience by advising on capital raises and various ASX listing rule concerns.

Associate

Rebecca Wei

As an accomplished associate corporate lawyer, Rebecca contributes a fresh perspective and a robust work ethic to our legal team. She has swiftly gained experience in corporate law, demonstrating dedication to assisting clients with their legal needs in an ever-evolving business landscape.

Rebecca specialises in capital market transactional matters, contract drafting, and corporate governance. She has supported senior lawyers in advising a diverse range of clients, including established corporations, startups, and entrepreneurs.

Senior Corporate Advisor

Alana Nisbet

Alana has over 10 years’ experience practicing predominantly in international top tier firms in Australia, London and Guernsey. Her primary practice areas are public and private mergers and acquisitions, equity capital markets and investment funds and she has significant experience advising on complex corporate transactions.

Alana is valued for her exemplary client service and have been ranked as a “Rising Star” for Equity Capital Markets and Mergers & Acquisitions by Legal 500.

Head of International Projects

Amarzaya Gantumur

Amarzaya is the Head of GRT Lawyer’s International Projects Division.

She has over 14 years of experience in the global legal industry in both civil and common law jurisdictions. She has acted as counsel in numerous complex corporate and commercial transactions, and litigation matters, including cross border litigation and international commercial arbitration.

As a common law trained lawyer with working experiences in both civil law and common law jurisdictions, Amarzaya is particularly dedicated to international work due to her international clients and her global network. 

Her recent work experience includes representing a Mongolian state-owned entity in an international commercial arbitration (under SIAC rules); representing an Australian/Philippines entity in an international commercial arbitration (under SIAC rules); providing wide range of legal and technical support to a global mining services company in its operation in Mongolia; providing legal and technical support to a Mongolian financial institute in its operation in Australia.   

Amarzaya graduated from the School of Law, National University of Mongolia in 2004 and holds an LLM (Corporate and Finance Law) from the University of Hong Kong. She is fluent in both English and Mongolian. She was appointed as an arbitrator with the Mongolian International Arbitration Centre in 2022. She is a member of various other professional organizations, including the Chartered Institute of Arbitrators (CIArb).

Senior Associate

Rachel Hendrie

Rachel is a commercial dispute resolution lawyer who has experience in litigating significant commercial, construction and financial services disputes and in international arbitration. She is experienced with managing document heavy litigation.

Her experience includes assisting major Australian banks in civil penalty proceedings initiated by AUSTRAC in the Federal Court of Australia concerning AML/CTF compliance and fraud investigations, assisting financial services clients with responding to ACCC and ASIC notices including corporate shareholder and contractual disputes for oil and gas clients in Supreme Courts.

Rachel has worked for global top-tier law firms in both Brisbane and Melbourne.

Special Counsel

Alexander Sloan

e alexander.sloan@grtlawyers.com
m +61 406 863 562

PROFESSIONAL SUMMARY

Alex is a commercial litigator with experience in funded litigation and class actions. He has acted for publicly listed companies (both ASX and SGX), large private companies, litigation funders, SMEs, and company directors in a range of commercial disputes.

His experience includes complex, cross-border financial services litigation, class actions, product liability, insolvencies, and corporate disputes.

Alex has prosecuted and defended claims in the Supreme Courts of New South Wales, Victoria, Queensland and the ACT, and in the Federal Court of Australia. He also acted in the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry.

Alex was admitted to practice as a solicitor in 2015 and worked for several years in a national Australian law firm, prior to joining GRT Lawyers in 2021.

 

General Manager

Aylesha James

e aylesha@grtlawyers.com
m 0433 555 812

EXPERTISE

  • Business Operations
  • People and Culture
  • Human Resources
  • Marketing
  • Event Coordination
  • Project Management

PROFESSIONAL SUMMARY

Aylesha serves as the General Manager at GRT Lawyers, providing effective leadership and overseeing the day-to-day operations of the firm. In her role, she manages human resources, marketing, events, and directly supervises the Administration team.

Bringing more than 19 years of experience in office management, senior administration, project and event management, as well as human resources, Aylesha has a proven track record of excellence in high-pressure environments. Her wealth of experience and professionalism ensures the seamless functioning of the firm. Aylesha excels in optimizing operational efficiencies by reviewing and implementing systems, policies, and procedures to support business functions, resulting in impactful results. She adopts a holistic approach, balancing a keen eye for detail with a focus on overarching goals.

Aylesha’s passion lies in people and culture, where she actively fosters strong relationships across all levels of the business. She connects with staff to instill the core values of GRT Lawyers and the GRT Foundation, believing in creating value through people. Her approach involves working with passion and understanding, offering support and cultivating relationships that enhance both business and individual performance.

EXPERIENCE


Her career history encompasses multi-faceted roles giving her exposure to the specialty fields of Human Resources, Marketing and Event Management. Roles have included:

  • Human resources, including recruitment, performance management, staffing, new employee onboarding, employee benefits, payroll and training and development.
  • Marketing – including roles involving the development and implementation of marketing and business development strategies.
  • Background in planning internal and external events from conception through to execution, displaying qualities of a successful event planner: thorough yet precise, expert knowledge, ingenuity in identifying and solving problems and clear, concise communication.

“There’s always another level up. There’s always another ascension. More grace, more light, more generosity, more compassion, more to shed, more to grow.” -Elizabeth Gilbert

Director

Ashley Hill

e ashley.hill@grtlawyers.com
m 0415 150 866

EXPERTISE

  • Commercial litigation
  • International commercial arbitration
  • Energy – oil, gas, coal, and electricity
  • Product liability – recalls and litigation
  • Resources – water and agribusiness
  • Financial services
  • Insurance – including D&O, PI and BI
  • Regulatory – securities and governance; anti-bribery and anti-corruption
  • Hotel development and management disputes
  • IT industry disputes
  • IP claims including counterfeiting, passing-off, copyright infringement
  • Mediation, Adjudication and Advocacy

PROFESSIONAL SUMMARY

Ashley has in excess of 23 years’ experience as a litigator and disputes lawyer. In his time at GRT Lawyers and working for top-tier Australian and global law firms (in the Middle-East and Singapore), Ashley has acted for clients across multiple continents on complex commercial litigation and international arbitration.

EXPERIENCE

Ashley’s current practice includes investment protection and dispute matters across a number of industry sectors including energy and resources, financial services, technology, agribusiness, tourism, in addition to contentious regulatory, insurance disputes and product liability matters.

The international scope of Ashley’s work has given him a valuable insight into cross-border disputes in common law and civil law jurisdictions. He has practical experience with most of the world’s renowned international commercial arbitration institutions including ICC, LCIA, SIAC, SCC and ICDR/AAA.

Since 2014, Ashley has been listed in ‘Best Lawyers in Australia’ Peer Review for the categories of International Arbitration, Litigation, Insurance and Product Liability.  In 2019, Ashley was added to the Doyle’s Guide Leading Commercial Litigation and Dispute Resolution Lawyers in Queensland.

QUALIFICATIONS

Ashley holds Bachelor Degrees in Law and Arts (University of New England) and he is:

  • a member of the Queensland Law Society (QLS)
  • Executive Council Member of Asia-Pacific Forum for International Arbitration (AFIA)
  • Associate Member of Australian Centre for International Commercial Arbitration (ACICA); and
  • ordinary member of Australian Insurance Law Association (AILA)
Director

Scott Standen

e scott.standen@grtlawyers.com
m 0447 790 009

EXPERTISE

  • In depth understanding of the M&A processes (public M&A and private M&A transactions)
  • Public equity capital markets transactions
  • Management of due diligence processes
  • Deep understanding of governance frameworks
  • Corporate structuring
  • Capital structure management
  • Transaction management
 PROFESSIONAL SUMMARY

Scott is a founder and Director of GRT Lawyers and GRT Foundation and corporate lawyer. He leads a team of specialist legal professionals, providing advice to organisations of all sizes, from middle market, large corporates and government owned corporations.

Scott’s career spans more than 20 years as a corporate lawyer and has encompassed an in-house general counsel role, director of Statutory Authorities and corporate legal adviser to managing directors, chief financial officers and boards of directors of ASX listed companies.

Scott is regularly called on by clients to provide strategic corporate advice to boards of directors and to project manage merger and acquisition transactions and public equity markets transactions. He prides himself in providing technically accurate and commercially focused corporate advice for public, private and listed companies, boards of directors and corporate advisers.

In particular, Scott advises on public equity markets transactions, debt issuances and restructuring, corporate governance and advisory, regulatory compliance, public and private M&A transactions, contract negotiation and directors’ duties and liabilities.

EXPERIENCE

Scott’s experience includes:

  • Advising Cerro Resources Limited in relation to its public market merger and acquisition deal with Canadian based Primero Gold Limited and the concurrent spin out of assets to Santana Metals Limited and listing of Santana Metals Limited on ASX
  • Advising Discovery Metals Limited in relation to its A$250 million debt restructuring and associated equity raisings and proposed convertible note issue
  • Advising Polymetals Limited in relation to its acquisition by Southern Cross Goldfields by way of scheme of arrangement
  • Advising Southern Cross Goldfields Limited in relation to its A$60 million capital raising transaction involving equity, debt and hybrid securities
  • Dual listing on Hong Kong Exchange of ASX listed company
  • ASX listing of Asia focused technology / media company and
  • ASX listing of Apiam Animal Health Limited, vertically integrated provider of services and product to agricultural industry and
  • ASX listing of P2P Transport Limited.

QUALIFICATIONS

Scott holds Bachelor Degrees in Law and Business Administration and a Masters of Law. Scott has previously held positions as a Director on the Boards of the Queensland Manufactured Water Authority (and related entities) and the Queensland Bulk Water Authority (and related entities).

Managing Director

Glenn Vassallo

e gv@grtlawyers.com
m 0422 857 760

EXPERTISE

  • Public capital markets
  • Corporate law
  • Private capital markets
  • Corporate advisory
  • Corporate structuring
  • Complex corporate disputes
  • Social entrepreneurship

PROFESSIONAL SUMMARY

Glenn is a founder of GRT Lawyers and the GRT Foundation. As the Managing Director of GRT Lawyers and chair of the GRT Foundation, Glenn is passionate about working with his highly sophisticated national and international clients to implement their corporate strategy and solve their complex problems.

Glenn is passionate about implementing the corporate strategy of GRT Lawyers and the GRT Foundation. Glenn’s significant experience in formulating and executing complex corporate transactions (including IPOs, takeovers, and other equity capital market transactions) with a particular focus on national and international stock and security exchanges puts him in a unique position to provide excellent advice.

EXPERIENCE

After building GRT Lawyers into a high-quality law firm, and together with his wife Eliza, establishing the GRT Foundation into a sustainable Australian charity, Glenn built GRT App (a subsidiary of GRT Lawyers) and sold that to an ASX listed company. Glenn was the first chairperson of any Australian ASX listed company to successfully chair a real-time virtual meeting of shareholders. He is still today, the only person who has chaired a real-time virtual shareholders meeting for an ASX listed company.

Glenn is often invited to speak on global topics such as capital markets, initial public offerings, takeovers and more recently was invited to New York University to speak at its global conference about social entrepreneurship.

QUALIFICATIONS

Glenn holds a Bachelor Degree of Law (LLB) and a Bachelor Degree of Commerce. He has been a long-standing member of the Law Council of Australia Company Law Committee and the Queensland Law Society Company Law Committee, member of the Australian India Business Council (Energy and Resources – Subcommittee) and has significant ASX listed board experience.