Insignia Financial has responded to ASX concerns over past disclosures of performance rights, affirming shareholder approvals and outlining improved compliance measures.
- No further detailed disclosure on performance rights movements from 2020-2025 beyond annual reports
- All performance rights issued to key executives had required shareholder approvals
- Comprehensive review and update of internal disclosure processes completed
- Affirmation of ongoing compliance with ASX Listing Rules
- Board-authorised responses to ASX queries
Background to ASX Query
Insignia Financial Limited (ASX – IFL) recently addressed a formal query from the Australian Securities Exchange regarding its disclosure practices related to performance rights issued between December 2020 and June 2025. The ASX raised concerns that Insignia had not fully complied with Listing Rules requiring timely and detailed reporting of equity securities movements under employee incentive schemes.
Disclosure and Shareholder Approvals
In its response, Insignia confirmed it will not provide additional granular data on performance rights movements for the period beyond what has already been disclosed in its annual reports. These reports, publicly available on the ASX and Insignia’s website, include comprehensive summaries of performance rights granted, exercised, forfeited, and outstanding each financial year.
Insignia also detailed the performance rights granted to its key executives, including former CEO Renato Mota and current CEO Scott Hartley, confirming that all grants were approved by shareholders in accordance with Listing Rule 10.11. The company provided specific dates and numbers of performance rights issued under various executive equity plans, ensuring transparency around these key management incentives.
Process Improvements and Compliance Assurance
To address the ASX’s concerns, Insignia undertook a thorough review of its internal governance and disclosure processes. The company has since implemented enhanced controls, including regular cross-departmental meetings, improved reporting protocols with external share plan administrators, and educational initiatives to ensure ongoing compliance with Listing Rules 3.10.3A, 3.10.3B, and 3.10.3E.
Insignia’s Company Secretariat and People and Culture divisions will continue to monitor these updated processes to ensure they function effectively. The company affirmed that these measures are sufficient to meet its continuous disclosure obligations going forward.
Board Oversight and Market Implications
Importantly, Insignia confirmed that its responses to the ASX’s queries were authorised under its continuous disclosure policy and approved by the board or delegated officers. This underscores the company’s commitment to transparency and regulatory compliance despite the historical disclosure gap.
While the company has addressed the ASX’s concerns, the episode highlights the challenges companies face in maintaining rigorous disclosure standards amid leadership transitions and complex equity incentive arrangements.
Bottom Line?
Insignia’s disclosure overhaul aims to restore investor confidence, but market watchers will be keen to see consistent compliance ahead.
Questions in the middle?
- Will Insignia provide more granular historical data if investor demand persists?
- How will the updated disclosure processes perform during future executive changes?
- Could this episode affect investor perception of Insignia’s governance standards?