In this edition, we discuss the infringement notices issued by the Australian Securities and Investments Commission (ASIC) to two Australian companies for alleged failures to lodge financial reports within the statutory timeframe and the results of a study by the Australian Institute of Company Directors (AICD) examining the rise of nature-related risks as a boardroom priority. We also examine the reasons for the Takeovers Panel’s decision to decline to conduct proceedings in relation to the affairs of Duxton Farms Ltd (ASX: DBF) (Duxton Farms).
In Over the Horizon, we consider the recent statement from the International Monetary Fund (IMF) on the Australian economy, which provides a generally favourable assessment but also calls for policy reforms to boost productivity.
Regulatory
ASIC issues infringement notices for late lodgement of financial reports
On 19 November 2025, ASIC announced that Liberty Infrabuild Limited and Liberty Holdings Australia Pty Ltd paid infringement notices totalling $375,600 for alleged failures to lodge audited financial reports for the financial year ended 30 June 2024 with ASIC within the statutory timeframe. Financial reporting misconduct, including failures to lodge financial reports, is an enforcement priority for the regulator in 2026. In a recent speech at ASIC’s annual forum, ASIC Deputy Chair, Ms Sarah Court, emphasised that delays of this nature “undermine market transparency and confidence, particularly where audit reports are modified or subject to disclaimer opinions”. Payment of an infringement notice does not constitute an admission of guilt or liability.
Governance
AICD releases inaugural study examining boardroom responses to nature-related risks
On 19 November 2025, the AICD released ‘Nature Enters the Boardroom’, a joint publication with the University of Sydney Business School and the Climate Governance Initiative Australia, which examines how Australian boards are factoring in nature-related risks (as distinct from climate-related risks) into key areas of risk oversight, governance and strategy. The study found that governance practices generally remain at an early stage, shown by the low number of organisations with formal risk arrangements and disclosure practices in place. However, most directors recognise that nature-related risks are important and nature-related risks have clearly begun to shift from a reputational or social licence risk to a financial risk for many organisations. Many directors also cited unclear policy on this topic in Australia as a key barrier to stronger action in the boardroom. The study presents an opportunity for boards to assess their organisation’s capability in this area against a baseline from a variety of different sectors. It also highlights trends in engagement of external consultants and whether nature-related risks are typically dealt with at the full board or committee level.
Legal
Takeovers Panel publishes reasons for declining to conduct proceedings in relation to the affairs of Duxton Farms
On 20 November 2025, the Panel published the reasons for its decision not to conduct proceedings in relation to the affairs of Duxton Farms. As discussed in a previous edition of Boardroom Brief, the application raised a number of concerns in relation to Duxton Farms’ proposed acquisition of four proprietary companies in which two substantial shareholders of Duxton Farms had interests. The application alleged (among other things) that the two substantial shareholders were undisclosed associates and therefore breached the ‘20% rule’ in section 606 of the Corporations Act 2001 (Cth). It also alleged that the substantial shareholders were provided with preferential participation in a discounted share placement undertaken to fund the acquisitions, and that the acquisitions were being conducted at a significant overvaluation. The Panel considered that the transaction had no effect on the control of Duxton Farms, as it would not result in either substantial shareholder (or anyone else) increasing or consolidating control in Duxton Farms. The Panel also reminded market participants that it does not have general oversight of listed entities and its jurisdiction does not extend to concerns regarding the commercial merits of transactions that do not have a control effect or raise other relevant circumstances. Ultimately, the Panel considered that there was no reasonable prospect of it making a declaration of unacceptable circumstances and therefore decided not to conduct proceedings.
Over the Horizon
IMF provides favourable assessment of Australian economy but calls for policy reforms to boost productivity
On 20 November 2025, the IMF released its concluding statement in relation to its recent consultation on Australia’s economy. Broadly, the IMF noted that the Australian economy is returning to a more balanced state and appears to be “managing a soft landing” after a period of high inflation and excess demand. Positively, real GDP growth is expected to rise in 2026, supported by recent easing of the domestic cash rate and a recovery in private demand. Inflation is also trending towards a return to the Reserve Bank of Australia’s underlying target, supported by gradual reductions in public spending. However, global trade uncertainties and energy transition challenges loom large. The IMF also recognised that a lack of productivity growth in Australia over the last decade has slowed economic growth. From the IMF’s perspective, it is critical for lawmakers to redouble their efforts to create a policy landscape that effectively supports business activity, innovation and investment. Complex and overlapping regulation across government levels hinders productivity, emphasising the need for reforms that ease compliance burdens, reduce market disruptions and stimulate renewed investment in research and development. The IMF further recognises the important role that the Reserve Bank of Australia plays in guiding market expectations and called for the Treasurer’s power to override monetary policy decisions made by the Reserve Bank of Australia to be repealed in order to further strengthen the central bank’s independence. Overall, Australia’s economy is well positioned to navigate a global landscape characterised by uncertainty. The country now has an opportunity to address vulnerabilities and capitalise on the availability of global capital.