ASX Waiver Rule Changes: What Boards and Company Secretaries Must Do Now
Waivers are no longer minor technical exceptions to be handled in isolation—they are fast becoming a frontline governance issue that reflects a company’s commitment to transparency, shareholder engagement, and regulatory integrity.
See: Listed@ASX Compliance Update no. 08/25
What you'll need to do in the next month or so:
Update internal waiver procedures to include draft disclosure requirements
Brief the board and management on expected new obligations
Coordinate early with legal and IR teams for transaction disclosures
Review recent waivers to check for disclosure gaps
Monitor ASX communications for final guidance and enforcement timing
Boards and company secretaries across ASX-listed companies should now be preparing for a significant tightening of the rules governing waivers to the ASX Listing Rules. While the full detail has yet to be released, recent communications from the ASX suggest that from 11 August 2025, new obligations around transparency and disclosure will apply to all waiver applications and approvals. These changes, anticipated to be set out in an updated Guidance Note 17, are likely to require companies to publicly disclose the existence and rationale of a waiver within one business day of it being granted.
Under the new approach, it is expected that companies will need to submit a draft market announcement when applying for a waiver. That draft would likely include details on the nature of the waiver, the specific Listing Rule being waived, the reason it is being sought, and the effect it will have on shareholders or the company’s capital structure. If the waiver relates to a confidential or still-unannounced transaction, there may be some leeway to delay the announcement until the deal is made public, but this will likely be tightly defined.
Boards should act now to review and strengthen their internal processes. Governance teams will need to update waiver checklists and internal guidance documents to reflect this expected shift in obligations. Board papers should include explicit discussion of any waiver applications, with clear explanations of their rationale and impact. Legal, compliance and investor relations teams should be briefed and prepared to collaborate closely on drafting public disclosures that are legally sound, clear, and timely. These changes will require cross-functional coordination and early planning, especially for capital raisings, acquisitions, or other transactions that are likely to intersect with the Listing Rules.
The ASX has indicated there will be a short grace period following the 11 August start date, with systematic enforcement to begin in September 2025. Nonetheless, the direction of travel is clear: waivers are moving from back-office regulatory exchanges into the spotlight of public disclosure. This is not only a compliance issue—it’s a reputational one. Investors will expect companies to show that they understand and respect the spirit of the Listing Rules, even when exemptions are granted.
Nonetheless, the direction of travel is clear: waivers are moving from back-office regulatory exchanges into the spotlight of public disclosure. This is not only a compliance issue—it’s a reputational one. Investors will expect companies to show that they understand and respect the spirit of the Listing Rules, even when exemptions are granted.
The current momentum for reform has been driven by the fallout from James Hardie’s $13 billion acquisition of Azek. In that transaction, James Hardie issued 35 per cent additional shares—well above the 15 per cent threshold that normally requires shareholder approval. The ASX granted a waiver, allowing the deal to proceed without a vote. But when the transaction was announced in March 2025, no mention was made of the waiver in the investor materials. This omission caused confusion and anger among shareholders, many of whom were left wondering how such a significant deal could bypass shareholder scrutiny.
The updated Guidance Note 17 is expected to be the first concrete outcome of the broader Listing Rule review launched in April 2025. These proposed reforms signal a growing recognition that capital markets operate not only on compliance, but on trust—and that trust depends on transparency.
Recent recipients of waivers in June 2025 include companies such as Greatland Resources, Virgin Australia, MAC Copper, Envirosuite, Wellard, and Generation Development Group. These waivers were granted for a range of purposes, including capital raisings, vesting of performance rights, IPO-related performance shares, and warrant cancellations. Under the anticipated new regime, each of these would likely require prompt, public disclosure explaining the nature of the waiver and its implications.
The convergence of these changes points to a new governance environment for listed entities. Waivers are no longer minor technical exceptions to be handled in isolation—they are fast becoming a frontline governance issue that reflects a company’s commitment to transparency, shareholder engagement, and regulatory integrity. Boards and company secretaries should not wait for final rules to be published before acting. Now is the time to review existing protocols, engage with advisers, and ensure internal teams are aligned and ready to operate under a more transparent and tightly regulated waiver regime.
Michael Austin Company Secretary | Governance Professional
Horizon Governance 📧 michael.austin@horizongovernance.com
Helping companies get governance right, from the start.