ASX Consultation on Corporate Governance Principles

We appreciate the opportunity to comment on the draft 5th edition of the ASX Corporate Governance Principles and Recommendations (the Principles).

Norges Bank Investment Management (NBIM) is the investment management division of the Norwegian Central Bank and manages the Norwegian Government Pension Fund Global, a globally diversified fund of USD 2.29 trillion (AUD 3.33 trillion) invested across 67 countries at 30 June 2026. Our total exposure to Australia was USD 42.88 billion (AUD 62.43 billion), of which approximately USD 25.80 billion (AUD 37.56 billion) was invested in the shares of 292 Australian listed companies.

With around 70 percent of our holdings in listed equity, we depend on public markets that foster long-term value creation. The Principles have underpinned investor confidence in the Australian market for two decades and we support refining that framework rather than redesigning it.

We support the retention of the eight Principles and the ‘if not, why not’ approach, which allows boards to adopt arrangements suited to their circumstances while requiring them to account to investors for the choices they make; we have encouraged other markets to adopt this model. We also support drawing a clearer line between the Principles, the Recommendations and the Explanatory Material, which is of particular value because it conveys why a practice supports long-term value creation.

We support the removal of recommendations that duplicate Australian law. Companies are not asked to itemise their compliance with every law that applies to them, and other mechanisms exist to enforce the law where it is not observed. Our comments therefore concentrate on three proposals where investor-facing disclosure would be reduced without a corresponding reduction in duplication - the assessment of the board’s skills, knowledge and experience, the assessment of director independence, and the composition of the remuneration committee - and on the case for retaining Appendix 4G as a locator for investors.

Our comments, set out in the annex, are grounded in our Global Voting Guidelines and our published position papers, which state our expectations of boards and guide our voting decisions. We thank you for considering our perspective and are available to discuss these matters further.

Yours sincerely,

Carine Smith Ihenacho
Chief Governance and Compliance Officer                                                

Jeanne Stampe
Lead Policy Advisor