2 June 2010

ASX Regulatory and Public Policy Unit
20 Bridge Street (Level 7)
SYDNEY NSW 2000
regulatorypolicy@asx.com.au

Dear Sir/Madam

Corporate Governance Principles & Recommendations
Proposed Amendments

The Group of 100 (G100) is an organization of chief financial officers from Australia’s largest business enterprises with the purpose of advancing Australia’s financial competitiveness.

The G100 is pleased to comment on the Exposure Draft ‘Proposed Amendments to the Corporate Governance Principles and Recommendations’.

Trading Policies: The G100 agrees with the removal of Recommendation 3.2 and associated guidance dealing with trading in company securities by directors, senior executives and employees. It is no longer appropriate to include these requirements because they now duplicate requirements in the listing rules.

Analyst Briefings: The G100, while supporting the intention of the guidance, has concerns about the practicalities of achieving wide accessibility and maintaining a summary record for all briefings. It is suggested that the guidance apply in respect of market sensitive briefings such as results announcements. For example, if webcasting/conference calls occurs how is an accurate record of those present to be achieved? Does it refer only to those physically present or to all?

Remuneration: The G100 supports the proposed ‘if not, why not?’ Recommendation 8.2 that the remuneration committee be structured so that it consists of a majority of independent directors is chaired by an independent director and has at least three members for listed companies other than those in the ASX Top 300 companies. The G100 agrees that this approach is preferable to that recommended by the Productivity Commission because it better reflects the practicalities of forming board committees particularly for smaller listed entities.

Diversity: The G100 supports the proposed:

• Recommendation 3.2 that companies establish a diversity policy including measurable objectives for achieving gender diversity;
• Recommendation 3.3 dealing with disclosure of measurable objectives in the annual report; and
• Recommendation 3.4 dealing with disclosure in the annual report of the proportion of women on the board, senior management and employees of the group.

Other Items: The G100 does not believe that any useful purpose would be served by requiring a statement by the board as to whether it supports the nomination of the proposed candidates for election to the Board. For example, is it envisaged that a simple yes/no statement is adequate or is it to be supported by reasons for that statement.

Yours sincerely
Group of 100 Inc

Peter Lewis
National President