In this edition, we cover outgoing Australian Securities and Investments Commission (ASIC) Chair Mr Joe Longo's final statement to the Parliamentary Joint Committee on Corporations and Financial Services (PJC). We also discuss the designation of the first sectors under the Scams Prevention Framework (SPF), the Australian Prudential Regulation Authority's (APRA) finalisation of the banking proportionality framework and an application received by the Takeovers Panel in relation to the affairs of Skin Elements Limited (ASX: SKN) (Skin Elements).
In Over the Horizon, we consider the Fair Work Commission’s 2026–27 annual wage review decision.
Governance
Outgoing ASIC Chair flags enforcement funding cliff in final PJC appearance.
On 29 May 2026, Mr Joe Longo delivered the final opening statement of his tenure to the PJC, joined by Deputy Chair and incoming Chair Ms Sarah Court. Mr Longo noted that formal investigations have more than doubled from 110 in 2020–21 to 252 in 2024–25 and that total penalty value has risen from $24.9 million in 2019–20 to $104.1 million in 2024–25. Reflecting on challenges and opportunities ahead for ASIC, Mr Longo warned that the ASIC Enforcement Special Account (ESA) is forecast to fall to the minimum level needed to manage adverse cost orders by 30 June 2026. Mr Longo noted that, absent replenishment, this will impede ASIC's ability to maintain its current enforcement program. ASIC is engaging with Treasury and government on the issue. Mr Longo acknowledged that a key challenge for ASIC will be delivering reform that balances regulation and productivity. Mr Longo suggested that a “modern, updated version” of the former Corporations and Markets Advisory Committee be established to consider and recommend legislative reform. As discussed in a previous edition of Boardroom Brief, Mr Longo delivered his final external keynote in Cairns earlier this month. Directors should treat the PJC statement as a continuity signal: under Ms Court (a former head of ASIC's enforcement division), boards should expect sustained focus on predatory lending, financial hardship, governance, superannuation, AI and cyber, but potentially sharper case selection if the ESA position is not resolved.
Regulatory
Treasury releases draft rules requirements for scam prevention by banking, telecommunications and digital platform sectors.
On 28 May 2026, Assistant Treasurer Dr Daniel Mulino, designated banking, telecommunications and key digital platforms as the first sectors under the SPF. Designated entities will be required to have scam prevention and detection systems in place ahead of 31 March 2027. Treasury has opened consultation on draft rules and sector-specific codes, including common code obligations, a banking and digital platforms code, a telecommunications code and a consultation paper on internal dispute resolution settings. Under the proposed rules, the Federal Government has indicated that scam victims with verified losses below $3,000 would be automatically reimbursed to support quick resolution and designated entities would be liable for all values of scam losses where they have breached their obligations under the SPF. Submissions in relation to the exposure drafts close on 25 June 2026. Boards of designated entities should sequence their compliance, customer remediation and dispute resolution work against the 31 March 2027 commencement date and confirm that audit and risk committees have visibility of the proposed automatic reimbursement obligation. As the Federal Government has flagged that additional sectors may be designated over time, boards in out-of-scope sectors should also track the framework as a potential expansion pathway.
APRA finalises three-tier banking proportionality framework.
On 27 May 2026, APRA confirmed that it was formalising a three-tiered approach to proportionality in the banking regulation framework in Australia, aimed at delivering clearer, more tailored prudential requirements that better reflect differences in the size and complexity of regulated entities. The approach will:
- introduce a third tier for authorised deposit-taking institutions (ADIs) with total assets greater than $300 billion (such institutions being ‘Most Significant Financial Institutions’ (MSFIs))
- raise the ‘Significant Financial Institution’ asset threshold from $20 billion to $30 billion
- automatically provide a 12 month transition when an ADI moves into a higher tier.
The changes, which will take effect from 1 July 2026, are designed to provide greater clarity, reduce unnecessary regulatory burden and support sustainable competition and growth in the banking sector, while maintaining prudential outcomes. Australia’s five biggest banks will all be captured in the new MSFI tier. The reforms respond to the Council of Financial Regulators' Review into Small and Medium-sized Banks and complement the broader bank capital and liquidity reform roadmap covered in a previous edition of Boardroom Brief . Directors of ADIs operating near the $30 billion or $300 billion thresholds should task management with modelling the impact on supervisory intensity, capital, reporting and remuneration obligations and to plan for 1 July 2026 commencement of the new rules.
Legal
Takeovers Panel accepts undertaking and declines to conduct proceedings in relation to the affairs of Skin Elements Limited.
On 26 May 2026, the Panel announced that it had received an application from Skin Elements in relation to its own affairs. Skin Elements alleged that 62 Capital Pty Ltd (62 Capital), as lead manager on a two tranche private placement raising $2.5 million, entered into voting and disposal restriction agreements with placement investors. Skin Elements contended that each of 62 Capital and the placement investors were associates with combined voting power of 43.14%. Skin Elements submitted that the circumstances were unacceptable because alleged contraventions of sections 606 and 671B of the Corporations Act 2001 (Cth) (Corporations Act) would mean that scheduled general meetings for 2 June 2026 and 23 June 2026 would not take place in an efficient, competitive and informed market. On 2 June 2026, the Panel announced that it considered that a clause in the placement subscription agreement may give rise to concerns under Chapters 6 and 6C of the Corporations Act, but 62 Capital has entered an undertaking which removes any restriction or potential restriction on the transfer or disposal of placement securities after issue. In light of the undertaking, the Panel concluded there was no reasonable prospect that it would make a declaration of unacceptable circumstances and declined to conduct proceedings. Boards managing capital raises into smaller listed companies should test voting or disposal restrictions in placement documentation against the association principles in Chapter 6 of the Corporations Act.
Over the Horizon
Minimum wage rise: what boards need to do now.
The Fair Work Commission’s 2026–27 annual wage review decision to increase minimum wages from 1 July 2026 by 4.75% will have system wide implications that boards cannot treat as a routine cost adjustment. The decision raises both the national minimum wage and modern award minimums. For labour intensive sectors such as retail, hospitality, care, logistics and parts of construction and agriculture, the increase will flow rapidly through to base pay, penalty rates and on costs such as superannuation, payroll tax and workers’ compensation premiums. For many entities, this will compound existing challenges posed by higher funding costs and elevated energy and transport prices. For non executive directors, the governance task is less about the precise percentage uplift and more about how the increase interacts with existing margin pressure, pricing power, workforce strategy and compliance settings.