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# Philip Lowe's new job: rewriting the rules for how ASX companies are run
- URL: https://www.bushletter.com/philip-lowe-asx-governance-overhaul-2026/
- Published: 2026-03-25T13:43:15.000Z
- Updated: 2026-10-07T15:23:35.000Z
- Description: The former RBA governor is chairing a panel that wants to simplify corporate governance rules for 2,200 listed companies by the end of the year.
- Author: Bushletter Newsroom
- Tags: Finance, Australia, US, #By Lachlan Voss, ASX

Philip Lowe left the Reserve Bank in September 2023 after a bruising final year in office. Eighteen months later, the ASX gave him a different kind of institution to reform. In November 2025, the exchange appointed him inaugural chair of the Advisory Group on Corporate Governance, an eight-person panel whose members were named in January and which will rewrite the rules governing how Australia's 2,200 listed companies report to shareholders.

TLDR

Former Reserve Bank governor Philip Lowe is chairing a new eight-person panel rewriting the corporate governance rules for all ASX-listed companies. The Advisory Group on Corporate Governance replaces the old 30-member Corporate Governance Council and has set a target of producing simplified principles by the end of 2026\. The overhaul follows a review that found the existing 35 recommendations too complex for smaller companies.

The group replaces the ASX Corporate Governance Council, a 30-member body that had been in place since 2002\. An independent review panel concluded in October 2025 that the council had become unwieldy. Too many members. Too many recommendations. Too much compliance for small companies that could not afford governance teams.

## The panel

Lowe's seven fellow members are Pru Bennett, a board governance adviser; Dominique d'Avrincourt, head of equities at TelstraSuper; Mark Delaney, the outgoing chief investment officer at AustralianSuper; Tim Paine, company secretary at Rio Tinto; Helen Rowell, former deputy chair of APRA; Peter Torre, a Perth-based company secretary; and Nicola Wakefield Evans, a company director.

The mix is deliberate. Two company secretaries who write governance reports. Two superannuation executives who read them. A regulator. A board adviser. A company director.

Dr Lowe said the members would "bring considerable expertise and experience in listed entity governance from the perspectives of both issuers and investors."

## What needs fixing

The existing ASX Corporate Governance Principles and Recommendations run to 44 pages. Every listed company must either comply with all 35 recommendations or explain in its annual report why it has not. For ASX 200 companies with in-house legal teams, the burden is manageable. For the 1,500-odd companies with market capitalisations below $200 million, it is not.

The review panel's October 2025 report found that smaller companies were spending between $50,000 and $150,000 a year on governance reporting alone. Some were copying disclosure templates from larger competitors without adapting them. Others were producing boilerplate statements that satisfied the letter of the rules but told investors nothing useful.

## The two-strikes effect

The panel's work arrives at an inflection point for executive pay governance. The two-strikes rule, introduced in 2011, triggers a board spill if more than 25 per cent of shareholders vote against a company's remuneration report in two consecutive years. Since 2011, ASX 100 CEO fixed pay has declined by more than 20 per cent in real terms, according to the Australian Council of Superannuation Investors.

In 2024, there were 40 remuneration report strikes across the ASX 300\. That was the second-highest total since the rule took effect. Shareholders are voting against pay reports more frequently, not less.

Russell Reynolds Associates found in its 2026 global governance survey that Australian boards are now among the most constrained in the world on executive compensation. The average ASX 100 CEO earns roughly $5.2 million in total remuneration, compared with $15.5 million for the average S&P 500 CEO.

## Timeline

The panel met for the first time in February and agreed to pursue a simplification of the principles by end of 2026\. A consultation draft is expected in the third quarter.

The consultation draft will be published on the ASX website. Companies, investors and industry bodies will have 90 days to respond. Lowe's panel will consider submissions before publishing a final version, likely in early 2027.

KEY TAKEAWAYS

0101Philip Lowe chairs the new Advisory Group on Corporate Governance, whose members were named in January 2026.

02The group replaces the 30-member ASX Corporate Governance Council with an eight-person panel.

03ASX 100 CEO fixed pay has declined more than 20 per cent in real terms since the two-strikes rule began in 2011.

04There were 40 remuneration strikes in the ASX 300 in 2024, the second-highest total on record.

05A consultation draft of simplified principles is expected in the third quarter of 2026.

SOURCES & CITATIONS

1. [ASX appoints members to Advisory Group on Corporate Governance, ASX Media Release, 29 January 2026](https://www.asx.com.au/content/dam/asx/about/media-releases/2026/29-jan-asx-appoints-members-to-newly-constituted-advisory-group-on-corporate-governance.pdf?ref=bushletter.com)
2. [Corporate Governance Trends in Australia 2026, Russell Reynolds Associates](https://www.russellreynolds.com/en/insights/reports-surveys/global-corporate-governance-trends/2026/australia?ref=bushletter.com)
3. [Promoting governance and accountability: the two-strikes rule, PwC](https://www.pwc.com.au/workforce/reward-advisory-services/reward-and-compensation-series/promoting-governance-and-accountability.html?ref=bushletter.com)
4. [Advisory Group on Corporate Governance, ASX](https://www.asx.com.au/about/regulation/corporate-governance-principles-and-recommendations/advisory-group-on-corporate-governance?ref=bushletter.com)

FREQUENTLY ASKED QUESTIONS

What is the ASX Advisory Group on Corporate Governance? 

An eight-person panel chaired by former RBA governor Philip Lowe, appointed in January 2026\. It replaces the 30-member ASX Corporate Governance Council and will rewrite the governance principles for all ASX-listed companies.

What is the two-strikes rule? 

Introduced in 2011, the rule means that if more than 25 per cent of shareholders vote against a company's remuneration report at two consecutive annual general meetings, all board directors must stand for re-election. It has led to a more than 20 per cent decline in real CEO fixed pay at ASX 100 companies.

When will the new governance rules be finalised? 

The panel aims to publish a consultation draft in the third quarter of 2026\. After a 90-day submission period, the final fifth edition of the principles is expected in early 2027.

Why are the current rules being changed? 

An independent review in October 2025 found the 35 existing recommendations were too complex for smaller listed companies. Some were spending up to $150,000 a year on governance reporting. The new panel will simplify the framework while maintaining standards for larger companies.