In this edition, we discuss the Australian Securities and Investments Commission's (ASIC) publication of the ASX Inquiry Panel Final Report, which finds that governance failures at ASX Limited (ASX) compromised critical market infrastructure. In regulatory news, the Australian Competition and Consumer Commission (ACCC) has published first‑quarter performance data on the new mandatory merger control regime, and the Australian Prudential Regulation Authority (APRA) has imposed additional licence conditions on a superannuation trustee following a thematic review of platform trustees. We also cover the guilty plea of the former chief executive officer of Big Un Limited (Big Un) in an insider trading case. In Over the Horizon, we consider how US tariff escalation, including a new 100% tariff on pharmaceutical imports, is reshaping trade risk for Australian boards. |
Governance
ASX Inquiry Panel’s final report finds governance failures compromised critical market infrastructure
On 2 April 2026, ASIC published the ASX Inquiry Panel’s final report, following a nine-month review into whether ASX and its related bodies corporate complied with their obligations under Chapter 7 of the Corporations Act 2001 (Cth).
The ASX Inquiry Panel’s key findings are that:
- The resilience of critical market infrastructure has been compromised to deliver high shareholder returns.
- Governance arrangements failed to provide the necessary focus on critical market infrastructure.
- ASX lacks the aspiration to act as a steward of critical market infrastructure.
- Capability and cultural barriers are hindering transformational change.
- Risk management and compliance practices need to mature to become fit-for-purpose and embedded in business processes.
- The current regulatory approach has not delivered the desired outcomes.
The report acknowledges that ASX has made progress towards achieving the recommended actions in the interim report published in December 2025. For instance, ASX has committed to capital management initiatives and implemented fully independent boards across companies responsible for ASX’s clearing and settlement functions. ASIC asserts that ASX must recognise “a responsibility to a broad set of stakeholders and the need to make decisions focused on the long-term interests of the market ecosystem… consistent with the best interests of shareholders over the long-term”. While the ASX Panel Inquiry’s key findings were underscored by the public function ASX serves, the report arguably provides a governance case study of broader application in the market.
Regulatory
ACCC publishes first‑quarter performance data on the new mandatory merger control regimeOn 9 April 2026, the ACCC released its first quarterly performance report on the new merger control regime, which commenced on 1 January 2026. In the first three months, the ACCC received 50 merger notifications and 108 waiver applications. In Phase 1, 39 notifications were approved, with an average decision time of 18 business days. Seventy waivers were granted (with six refused), with an average decision time of 11 business days. Two notifications progressed to Phase 2 for more detailed assessment. Overall, 91% of decisions were made within 20 business days, exceeding the ACCC’s target of around 80%. ACCC Chair, Ms Gina Cass‑Gottlieb said: “Although it is only early days, we are pleased with how the new regime is progressing. We consider that the early performance figures indicate that the systems and processes are working as intended, which is a positive start to the new regime.” Directors considering mergers and acquisitions should note that the new regime appears to operate efficiently for straightforward transactions. However, the ACCC has shown it will take deals into Phase 2 (which can run up to 90 business days) where competition concerns arise. Boards should factor these longer timeframes into transaction planning and deal documentation APRA imposes additional licence conditions on Fiducian Portfolio Services Limited for investment governance and board oversight deficienciesOn 1 April 2026, APRA announced that it had imposed additional licence conditions on Fiducian Portfolio Services Limited (Fiducian), trustee of the Fiducian Superannuation Fund, which has approximately 9,779 member accounts and over $3.1 billion in funds under management. The conditions, effective from 2 April 2026, follow APRA’s thematic review of platform trustees. APRA identified deficiencies in onboarding, monitoring and reporting on investment options, management of conflicts of interest (particularly in relation to related‑party service providers), and board governance and oversight. Under the new conditions, Fiducian must appoint independent experts to review its high‑risk products, investment governance and conflicts management frameworks, and board effectiveness. Fiducian must also pause onboarding certain new high-risk investment options until an independent expert confirms an adequate onboarding process has been followed. APRA Deputy Chair, Ms Margaret Cole, said: “APRA gave a clear and public warning to platform trustees last October that we would be escalating supervisory intensity as necessary to ensure that platform trustees were taking appropriate action to lift investment governance and member outcomes practices.” The mandated independent board effectiveness review is a notable development. Directors of APRA‑regulated entities should consider proactively reviewing their own investment governance frameworks and board oversight arrangements in light of APRA's heightened supervisory focus in this area. |
Legal
Former Big Un CEO pleads guilty to communicating inside information
On 10 April 2026, Richard Evans (formerly Evertz), the former chief executive officer of collapsed ASX‑listed technology company Big Un, pleaded guilty in the Sydney District Court to one charge of communicating inside information, which is an offence under section 1043A(2) of the Corporations Act 2001 (Cth). ASIC confirmed that the inside information, communicated to a shareholder on or around 10 January 2017, related to customer onboarding numbers and a $20 million funding arrangement. A sentencing hearing is scheduled for 21 August 2026. Separately, the trial of Big Un’s former chief financial officer, Mr Andrew Corner, concluded on 30 March 2026 with the jury unable to reach a unanimous verdict. The matter is listed for further mention on 20 April 2026. ASIC notes that 46 people have been criminally convicted of insider trading since 2009. Strengthening investigation and prosecution of insider trading is one of ASIC’s enforcement priorities for 2026. Directors should note that the maximum penalty for insider trading is 15 years’ imprisonment and/or a fine of up to the greater of $1,485,000 million or three times the benefit obtained.
Over the Horizon
US trade policy: new pharmaceutical tariffs and what they mean for Australian companies
On 2 April 2026 (US time), US President Donald Trump signed a proclamation imposing 100% tariffs on patented pharmaceutical imports into the United States under Section 232 of the Trade Expansion Act. The measure has been widely reported, including by The Guardian, which reported that the tariffs will take effect from 31 July 2026 for the 17 named large pharmaceutical companies (including Pfizer, Novartis, Roche and AstraZeneca), with 29 September 2026 applying to other importers. Reduced rates are available to manufacturers that build production facilities in the United States (20%) or that export from countries with negotiated deals (ranging from 0% for countries entering comprehensive trade agreements to 15% for the European Union, Japan, Korea, Switzerland and Liechtenstein, and 10% for the UK). Essential and generic medicines, including many biosimilars and associated ingredients, are exempt.
These new pharmaceutical tariffs are separate from the ‘Liberation Day’ tariffs that the US Supreme Court struck down in February 2026, which were imposed under the International Emergency Economic Powers Act. The Section 232 basis, which was unaffected by that ruling, is widely regarded as more legally durable. On 2 April 2026, the United States Studies Centre (USSC) published an analysis on the first anniversary of “Liberation Day”. The USSC notes that US trade is increasingly conducted within geopolitical groupings, that Australia’s trade remains heavily concentrated on China and that Australian aluminium exports to the United States fell to a five‑year low during 2025 and iron and steel exports to a ten‑year low.
As discussed in recent editions of Boardroom Brief, the conflict in the Middle East continues to drive inflationary pressures. The temporary fuel excise cut (reducing the rate from 52.6 to 26.3 cents per litre) announced by the National Cabinet on 30 March 2026, and now in effect, is due to expire on 30 June 2026. The Reserve Bank of Australia’s May meeting remains a key watch point for potential further rate rises.
Directors should keep in mind the need to stress‑test supply chain resilience, review trade compliance frameworks and ensure forward guidance reflects tariff and geopolitical risk. Companies with direct US export exposure, particularly in the pharmaceutical, biotech and resources sectors, should map their tariff exposure and contingency options as a priority.