In this edition, we discuss updated guidance on digital assets released by the Australian Securities and Investments Commission (ASIC), findings from the corporate regulator’s oversight of financial reporting and audit surveillance work for FY2024–2025 and Treasury’s proposed reforms to streamline and strengthen Australia’s foreign investment framework. We also cover the Australian Securities Exchange’s (ASX) compliance update on sustainability reporting and an application to the Takeovers Panel concerning capital raising activity by Maronan Metals Limited (ASX: MMA) (Maronan Metals).
In Over the Horizon, we consider Australian Prudential Regulation Authority’s (APRA) revised governance proposals and what they could mean in relation to future board tenure and composition for prudentially supervised institutions.
Regulatory
ASIC clarifies treatment of digital assets and sets transition pathway for licensing
On 29 October 2025, ASIC updated its guidance on digital assets, clarifying that stablecoins, wrapped tokens, tokenised securities and digital asset wallets (among others) are among the digital asset products that the regulator considers to be ‘financial products’. A sector-wide no-action position has been granted until 30 June 2026 to provide firms time to consider the updated guidance and apply for licences. ASIC also advised it has made an in-principle decision to grant proposed regulatory relief for distributors of certain stablecoins and wrapped tokens and custodians of digital assets that are financial products to smooth the transition to proposed law reform. Feedback on the draft relief instrument is open until 12 November 2025.
ASIC releases report on its financial reporting and audit surveillance work for FY2024–2025
On 31 October 2025, ASIC released a report outlining findings from its financial reporting and audit surveillance work for FY2024–2025. Drawing on these findings, the regulator made the following key observations:
Entities should ensure they have the right expertise and resources devoted to the preparation of high-quality and timely financial information.
Preparers of financial reports should pay particular attention to areas where there are estimation uncertainty and judgement. Approaches taken and key assumptions made should be openly disclosed, together with material business risks.
A stronger observance of auditor independent requirements will increase trust and provide a stronger foundation for financial information to be challenged throughout the audit process.
Auditors should proactively raise and report significant contraventions, including potential non-compliance with their independence requirements, to ASIC.
ASIC will share observations from its review of sustainability-related information in financial reports and a sample of voluntary climate-related disclosures ahead of the introduction of the mandatory sustainability reporting regime, commencing for the first group of entities for the financial year ending 31 December 2025.
ASX proposes Listing Rule change to avoid mandatory suspension for late sustainability reports
On 31 October 2025, ASX issued a Compliance Update and consultation paper proposing a consequential amendment to Listing Rule 17.5. The change would mean late lodgement of an annual sustainability report would not trigger mandatory suspension of trading in an entity’s securities. This would preserve the status quo, so that mandatory suspension under Listing Rule 17.5 would continue to apply only where an entity fails to give its annual directors’ report, statutory financial report or auditor’s report to ASX by the due date. Submissions close on 28 November 2025.
Separately, ASX has also clarified that the requirement for listed entities (other than mining exploration and oil and gas exploration entities) to lodge a preliminary final report within two months after the end of their accounting period is not intended to accelerate the disclosure of sustainability-related information that was not previously required to be disclosed in a preliminary final report. Rather, listed entities that are required to prepare a sustainability report under the Corporations Act 2001 (Cth) are required to release this report on the market announcements platform within three months after the end of their accounting period. Late lodgement will still result in non-compliance with Listing Rule 4.5 (unless the entity has received a waiver from ASX), even if the proposed amendment to Listing Rule 17.5 noted above is made.
Treasury announces further reforms to streamline and strengthen Australia’s foreign investment framework
On 31 October 2025, the Treasurer, the Hon Jim Chalmers, announced that the Federal Government opened consultation on reforms to Australia’s foreign investment regime to provide stronger protection where risks are high and faster approvals where risks are low, in a bid to unlock investment that is in Australia’s national interest. The consultation paper seeks feedback on (among other things) a potential automatic approval pathway for low-risk actions (which would require notification but not sign-off), reduced reporting and approval requirements and strengthened conditions and enforceable undertakings to ensure investments are in the national interest. Submissions on the consultation paper close on 12 December 2025.
Legal
Takeovers Panel receives application in relation to the affairs of Maronan Metals
On 28 October 2025, the Takeovers Panel announced that it had received an application from Mr Ben Pauley in relation to the affairs of Maronan Metals. The application relates to an institutional placement announced on 8 October 2025 that raised approximately $16 million at $0.35 per share, and a share purchase plan to raise a further $3 million, scheduled to close on 30 October 2025. It alleges undisclosed associations among placement participants and potential share price manipulation. The applicant submits that associations between some of the placement recipients and a joint lead manager were not disclosed, and that prior trading patterns suggest placees may sell to suppress the price ahead of a potential takeover. The applicant also contends the alleged conduct, and the gap between the placement and the close of the share purchase plan, leaves almost no incentive for retail shareholders to participate in the capital raising. The applicant seeks interim orders to defer the share purchase plan and final orders to cancel or amend the placement. A sitting Panel has not yet been appointed at this stage and no decision has been made whether to conduct proceedings.
Over the Horizon
APRA recalibrates governance proposals, signalling a pragmatic shift on board tenure and independence
On 24 October 2025, APRA advised it would modify elements of the cross‑industry governance reforms it had announced in March for banks, insurers and superannuation trustees, following a three-month consultation period. APRA now proposes a hard 12‑year limit for non‑executive director tenure, with short extensions permitted only in limited cases (rather than its original 10-year limit). It will not proceed with its proposals to require at least two independent directors for banks and insurers, or to require significant financial institutions to engage early with APRA on responsible person appointments and succession planning. APRA will clarify and adjust its proposals on director skills, conflicts and publication of relevant interests and duties registers, while maintaining a focus on effective governance to support prudential outcomes. For boards, APRA’s recalibration signals its wish to strike a balance between increased prescription in some governance areas, while ensuring sufficient flexibility to manage group structures and succession while enhancing transparency and capability. The trajectory suggests longer‑term expectations of clearer accountability and more consistent disclosure across prudentially supervised institutions. APRA will continue to engage with industry and aims to release further guidance in the first half of 2026.