In this edition, we examine the penalty imposed on TerraCom Limited (ASX: TER) (TerraCom) for whistleblower victimisation, which is the first enforcement outcome obtained by the Australian Securities and Investments Commission (ASIC) for contraventions of whistleblower laws. We also review ASIC’s strategic direction for 2025–2026 and beyond, as set out in its Corporate Plan 2025–2026 and cover the Takeovers Panel’s decision not to conduct proceedings following an application in relation to the affairs of PointsBet Holdings Limited (ASX: PBH) (PointsBet).
In Over the Horizon, we examine the widening gap between Australia’s ambitious 82% renewables target for 2030 and the ‘on the ground’ realities of project delays, transmission constraints and the growing need for corporate contingency planning.
Regulatory
TerraCom to pay $7.5 million penalty for whistleblower victimisation
On 27 August 2025, ASIC announced that the Federal Court of Australia imposed a $7.5 million penalty on TerraCom for victimising whistleblowers, following first of its kind proceedings brought by ASIC. The Court found that two ASX announcements made by TerraCom and an open letter published to shareholders in the Australian Financial Review and The Australian in early 2020 caused detriment to the whistleblower. The Court noted that the tone and content of these publications which stated that allegations made by whistleblowers were false and that TerraCom had arranged an independent investigation into employee conduct, resulted in hurt, humiliation, distress, embarrassment and reputational damage. ASIC Deputy Chair, Ms Sarah Court, emphasised the importance of robust whistleblower protections and warned that companies that “engage in conduct that harms whistleblowers, even unintentionally, … risk disincentivising others from coming forward”. Directors are advised to review their organisation’s whistleblower policies and take steps to confirm that any disclosures are handled with care, transparency and appropriate board oversight.
ASIC Corporate Plan 2025–2026: Digital transformation and regulatory priorities
On 26 August 2025, ASIC released its Corporate Plan 2025–2026, which sets out its strategic direction for the next 12 months and beyond. The regulator’s strategic priorities include:
driving better outcomes for consumers and small business
strengthening market disclosure foundations and conduct by ASIC-regulated professionals
driving better outcomes for Australians planning for and in retirement
strengthening operational digital and data resilience and safety
strengthening integrity and efficiency across markets.
ASIC will also focus on three operational capabilities in the next four years to improve its effectiveness and efficiency as a regulator: (1) digital, technology and data; (2) stabilising and uplifting the ASIC business registers; and (3) employee culture, capabilities and capacity. The Plan marks the next step in ASIC’s goal of transforming into a truly modern, confident and ambitious regulator and highlights the need for directors to prioritise governance, risk management and technological capability in the year ahead.
Legal
Takeovers Panel receives an application in relation to the affairs of PointsBet Holdings Limited and declines to conduct proceedings
On 29 August 2025, the Panel announced that it had received an application from betr Entertainment Limited (ASX: BBT) (betr) in relation to the affairs of PointsBet. As discussed in a previous edition of Boardroom Brief, PointsBet is subject to two competing off-market takeover offers: a recommended cash offer from MIXI Australia Pty Ltd (MIXI) and an unsolicited all-scrip reverse takeover offer from betr. On 26 August 2025, PointsBet announced that certain new shares (New Shares) had been issued on the vesting of performance rights (Performance Rights) on the basis that, the PointsBet board exercised its discretion to vest those Performance Rights as it considered that a takeover bid “is likely to result in a change in the [c]ontrol”. MIXI subsequently then released a substantial holder notice noting its voting power was now 42.38% in PointsBet. betr submitted, among other things, that it had serious concerns that the vesting of the Performance Rights as a mechanism to “push MIXI’s voting power above 50% in the final seven days of its offer and to swing the contest for control in MIXI’s favour”. The Panel subsequently announced that it had declined to conduct proceedings. It noted that most of the New Shares would likely have accepted into the bid from MIXI in the ordinary course, meaning any of the interim or final orders sought by betr would likely have an undesirable impact on an efficient, competitive and informed market.
Over the Horizon
Navigating Australia’s renewable energy transition – delays, policy shifts and corporate contingencies
On 31 August 2025, Energy and Climate Change Minister Chris Bowen insisted that the Federal Government will achieve its target of 82% renewables by 2030, prompted by mounting scepticism that the rollout is roughly seven years behind schedule. The competing narratives point to a decade shaped by uneven project delivery, transmission bottlenecks and community opposition that could keep price volatility elevated and prolong reliance on gas firming. Some market analysts suggest the grid could fall well short of 82% by 2030 without a marked acceleration in development, even as the Federal Government expands revenue-underwriting to accelerate investment in renewable energy generation through the Capacity Investment Scheme and prioritises transmission via the National Renewable Energy Priority List. Boards should monitor forthcoming 2035 national emissions targets, transmission-access reforms and any acceleration of the Capacity Investment Scheme, while pressure mounts for interim decarbonisation milestones and stronger social-licence frameworks for regional projects. Companies reliant on grid decarbonisation to meet their own climate goals may need contingency plans, including on-site generation or renewable-energy power-purchase agreements, to bridge potential policy-delivery gaps.