Reviewed 5 June 2026
Under section 235C of the Australian Securities and Investments Commission Act 2001, the FRC may determine its own procedural rules. These FRC Rules of Procedure have been determined by resolution of the FRC dated 5 June 2026.
1. Meetings
1.1 The Council meets as often as is necessary for the efficient performance of its functions.
1.2 The Chair can convene a meeting of the Council at any time.
1.3 Notice of a proposed meeting of the Council will be provided on the Council’s website no later than 14 days before the meeting date, except in the case of short notice meetings.
1.4 Meetings may be held by any combination of technology and means of communication considered appropriate by the Chair. A member who participates using any technology (including electronic conferencing facilities) considered appropriate by the Chair is taken to be present at the meeting and to form a part of the quorum while so participating.
1.5 Meetings will be open to the public by default. The Chair may also determine that all or part of a meeting is to be held in private where necessary or appropriate for the performance of the FRC’s duties.
1.6 Agenda papers for public sections of the meetings are to be placed on the Council’s website at least 7 days before the meeting. Late papers will be accepted at the discretion of the Chair.
1.7 Minutes will be prepared for all meetings of the Council to record attendance and all key decisions of the Council. Minutes for public sections of meetings will be made publicly available on the Council’s website. Separate minutes of private sections of the Council meetings must also be made and retained.
2. Quorum
2.1 Half the total number of members appointed to the Council constitutes a quorum for a meeting.
2.2 However, if one or more members is prevented from being present during deliberations, or taking part in any decision, due to Rule 9.5, with respect to a particular matter and as a result there is no longer a quorum present when any member or members leave the meeting, that question should ordinarily be resolved by circular resolution. However, where conducting a circular resolution is not reasonably practicable, the remaining members at the meeting constitute a quorum for the purpose of any deliberation or decision at that meeting with respect to that matter.
2.3 Despite Rules 2.1 and 2.2 a quorum shall not be constituted by less than 2 members.
3. Presiding officer
3.1 The Chair of the Council will preside at all meetings, except:
- the absence of the Chair, any member who has previously, with their agreement, been approved by a resolution of the Council to preside at meetings when the Chair is not present on a standing basis, will preside;
- in the absence of both the Chair and the member referred to in Rule 3.1a (if any), the Council members present may choose another member to chair the meeting.
4. Voting
4.1 A question arising at a meeting of the Council is to be determined by a majority of the votes of the members present and voting. Every appointed member has one vote.
4.2 A resolution will not be taken to be carried unless there is an affirmative vote of more than 50 per cent of those present and entitled to vote. In the event of a tied result, the member presiding at the meeting will have a casting vote, in addition to his or her vote.
5. Observers and Guests
5.1 A member of the Council may only invite observers or guests to attend FRC meetings with the approval of the FRC Chair.
5.2 All persons, other than FRC members and members of the FRC Secretariat present at FRC meetings, have observer or guest status only. Only FRC members have voting rights.
6. Circular Resolutions
6.1 When the Council must reach a decision between meeting dates, this decision may be made by circular resolution initiated with the Chair’s approval unless the decision is of a kind that the Council has previously determined cannot be made by circular resolution.
6.2 In carrying out a vote by circular resolution, the FRC Secretariat must inform, or make reasonable attempts to inform, all FRC members of the details of the proposed decision and the manner in which the member can indicate their agreement with the proposed decision.
6.3 A circular resolution will be taken to be carried only when the majority of FRC members have provided a written indication of their agreement to the resolution. A member of the Council is not entitled to vote on a proposed decision if the member would not have been entitled to vote on that proposal if the matter had been considered at a meeting of the Council.
6.4 Where the Council conducts a vote by circular resolution, the outcome of the vote is to be tabled at the first Council meeting held after the conclusion of the voting period specified in the message seeking the vote and must be recorded in the minutes of that meeting.
7. Minutes as Evidence of Result
7.1 A declaration will be made by the member presiding at the meeting that a resolution has been carried or not.
7.2 Upon this declaration an entry by the FRC Secretariat to that effect in the minutes of the proceedings of the Council, signed by the Chair, will be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against the resolution.
8. Confidentiality
8.1 The Council must take all reasonable measures to protect from unauthorised use or disclosure information given to it in confidence, in accordance with section 237 of the Australian Securities and Investments Commission Act 2001.
9. Disclosure and handling of conflicts of interest
9.1 Any member who becomes aware of a material personal interest (pecuniary or otherwise and whether direct or indirect), in a matter that relates to the affairs of the Council, AASB or AUASB must give each other member notice of the interest. If the member is the Chair of the FRC, notice of the interest must be given to the Minister. The notice must:
- give details of the nature and extent of the interest and its relation to the affairs of the Council, the AASB or the AUASB; and
- be given as soon as practicable after the member becomes aware of the interest (regardless of when the next meeting is to be held);
- if given otherwise than at a meeting – be tabled by the Chair at the next meeting of the Council after it is given; and
- be recorded in the minutes of the meeting at which it is given or tabled.
9.2 A member may give in writing the other members standing notice about an interest. The notice may be given at any time and whether or not the matter relates to the affairs of the Council, the AASB or the AUASB at the time the notice is given.
9.3 A standing notice must give details of the nature and extent of the interest and be given at a meeting of the Council (either orally or in writing) or to the other members individually in writing. A standing notice given to the other members individually in writing must be tabled at the next meeting of the Council after it is given. The member must ensure that the nature and extent of the interest disclosed in the standing notice is recorded in the minutes of the meeting where the standing notice is given or tabled.
9.4 The standing notice takes effect as soon as it is given and ceases to have effect in relation to a particular interest if the nature or extent of the interest materially increases above that disclosed in the notice.
9.5 Members who have a material personal interest in a matter that is being considered at a meeting of the Council must not be present while the matter is being considered at the meeting or vote on the matter.
9.6 Members who have a material personal interest in a matter that is being considered for determination by circular resolution must not seek to take part in deliberations, or vote on, the matter.
9.7 Rules 9.5 and 9.6 do not apply where the other members of the Council who do not have a material personal interest in the matter have passed a resolution that:
- identifies the member, the nature and extent of the member's material personal interest and its relation to the affairs of the Council, the AASB or the AUASB; and
- states that those members are satisfied that the interest should not disqualify the member from voting or being present; and
- the member was not present during any consideration by the other members of the resolution and did not otherwise take part in passing the resolution.
9.8 Members will provide other members, through the FRC Secretariat, with a list of their current affiliations and update this list as affiliations change.
9.9 Any breach of the above requirements should be referred by the Chair of the Council to the Minister for relevant penalty or sanction. If the breach is committed by the Chair, the breach should be referred to the Minister by the Deputy Chair.
10. Correspondence with Members of the AASB and AUASB
10.1 Where a member of the FRC writes to a member of the AASB or AUASB concerning their role or actions as a member of that board, the FRC member's letter must:
- identify the capacity in which, or on whose behalf, the letter is being written; and
- be copied to the FRC Chair.
10.2 Where a member of the FRC has concerns about the actions or performance of a member of the AASB or AUASB in fulfilling their role as a member of that board:
- the FRC member should raise his or her concerns with the FRC Chair; and
- the FRC Chair should contact the Chair of the relevant board concerned to discuss the matter.
11. Representing the FRC
11.1 Subject to paragraph 11.2, only the Chair of the FRC is authorised to publicly speak on behalf of the FRC.
11.2 The Chair of the FRC or, in the Chair's absence, the Council, may authorise another member of the FRC to publicly speak on behalf of, or otherwise represent, the Council. The authorisation is to be in writing and to specify the purpose for which the member is to represent the Council.