ASIC RG 268 — ASIC Regulatory Guide – RG 268 Licensing regime for financial benchmark administrators

Page 1 REGULATORY GUIDE 268 Licensing regime for financial benchmark administrators September 2026 About this guide This guide is for financial benchmark administrator licensees. It explains how we administer the financial benchmark licensing regime and how licensees may comply with their obligations under the Corporations Act 2001, the ASIC Financial Benchmark (Administration) Rules 2018 and the ASIC Financial Benchmark (Compelled) Rules 2018. This guide also explains when we may use some of our powers in relation to significant benchmarks. Page 2 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 2 About ASIC regulatory documents In administering legislation ASIC issues the following types of regulatory documents. Consultation papers: seek feedback from stakeholders on matters ASIC is considering, such as proposed relief or proposed regulatory guidance. Regulatory guides: give guidance to regulated entities by:  explaining when and how ASIC will exercise specific powers under legislation (primarily the Corporations Act)  explaining how ASIC interprets the law  describing the principles underlying ASIC’s approach  giving practical guidance (e.g. describing the steps of a process such as applying for a licence or giving practical examples of how regulated entities may decide to meet their obligations). Information sheets: provide concise guidance on a specific process or compliance issue or an overview of detailed guidance. Reports: describe ASIC compliance or relief activity or the results of a research project. Document history This guide was issued in September 2026 and is based on legislation and regulations as at the date of issue. Previous versions:  Superseded Regulatory Guide 268, issued June 2018, reissued April 2022 Disclaimer This guide does not constitute legal advice. We encourage you to seek your own professional advice to find out how the Corporations Act and other applicable laws apply to you, as it is your responsibility to determine your obligations. Examples in this guide are purely for illustration; they are not exhaustive and are not intended to impose or imply particular rules or requirements. Page 3 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 3 Contents A Regulation of financial benchmarks .............................................. 4 Australian legislative framework ........................................................ 4 ASIC financial benchmark rules ........................................................ 5 About this guide ................................................................................. 5 B Applying for a licence or exemption .............................................. 6 Applying for a licence and conditions on a licence ............................ 6 Our approach to overseas licensees ................................................. 8 Exemptions ...................................................................................... 11 Licensee’s general obligations......................................................... 12 ASIC supervisory powers relating to financial benchmarks ............ 15 ASIC approval to have greater than 20% voting power .................. 16 C Governance, management and resources .................................. 18 Guiding obligations .......................................................................... 18 Governance, management and oversight ....................................... 18 Outsourcing...................................................................................... 20 Conflicts of interest .......................................................................... 21 Adequate resources ......................................................................... 22 D Licensed benchmark design, data and method ......................... 23 Benchmark design and method ....................................................... 23 Financial benchmark data................................................................ 24 Changes to the method ................................................................... 26 BBSW administrator must maintain final stage method .................. 26 Cessation of a licensed benchmark ................................................. 27 Guidelines or code of conduct on the responsibilities of contributors ...................................................................................... 28 E Transparency, access and accountability .................................. 32 Disclosure about licensed benchmarks ........................................... 32 Reasonable and non-discriminatory access .................................... 33 Record-keeping ............................................................................... 34 Complaints ....................................................................................... 34 F Compulsion powers ...................................................................... 36 Overview .......................................................................................... 36 Requirement to continue administering a significant benchmark .... 36 Requirement to provide submissions to the administrator of the BBSW .............................................................................................. 37 Key terms ............................................................................................... 39 Related information ............................................................................... 41 Page 4 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 4 A Regulation of financial benchmarks Key points Administrators of significant financial benchmarks (as declared by ASIC) must hold a benchmark administrator licence or be exempt from holding a licence. Administrators of other financial benchmarks may also apply for a licence. Licensed administrators must comply with obligations imposed by the Corporations Act 2001 (Corporations Act), the ASIC Financial Benchmark (Administration) Rules 2018 (administration rules) and any directions issued by ASIC. Some of the administration rules also apply to contributors. If we issue a notice under the ASIC Financial Benchmark (Compelled) Rules 2018 (compelled rules), administrators and contributors named in the notice must comply with the notice. Australian legislative framework RG 268.1 Financial benchmarks are indices or indicators used to: (a) determine the interest payable, or other sums due, under loan agreements or under other financial contracts or instruments; (b) determine the price at which a financial instrument may be dealt, or the value of a financial instrument; or (c) measure the performance of a financial instrument. Note: Section 908AB of the Corporations Act defines ‘financial benchmark’. RG 268.2 Part 7.5B of the Corporations Act sets out the regulatory regime for financial benchmarks. The regime also confers supervisory and rule-making powers on ASIC. Note: In this document, references to chapters (Chs), parts (Pts), divisions (Divs) or sections (s) are to the Corporations Act, unless otherwise specified. Significant financial benchmarks RG 268.3 Under s908AC, we may declare, by legislative instrument, a financial benchmark to be a significant benchmark. We may do so if we are satisfied that: (a) the benchmark is systemically important to the Australian financial system; or (b) there is a material risk of financial contagion, or systemic instability, in Australia if the availability or integrity of the benchmark was disrupted; or Page 5 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 5 (c) there would be a material impact on retail or wholesale investors in Australia if the availability or integrity of the benchmark was disrupted. RG 268.4 We have declared a number of financial benchmarks to be significant benchmarks under the ASIC Corporations (Significant Financial Benchmarks) Instrument 2018/420. Licensing RG 268.5 An administrator of a significant financial benchmark must hold a financial benchmark licence. Administrators of other financial benchmarks may also apply for a licence. Note: It is an offence for a person to administer (or hold out that they administer) a significant benchmark without a licence: s908BA. RG 268.6 ASIC must consider the factors set out in s908BO(2) when deciding whether to: (a) grant a licence application; (b) impose, vary or revoke conditions on a licence; (c) vary a licence; or (d) suspend or cancel a licence. Note: See s908BO(1). ASIC financial benchmark rules RG 268.7 We have made the following financial benchmark rules under the Corporations Act: (a) ASIC Financial Benchmark (Administration) Rules 2018 (administration rules) (s908CA); and (b) ASIC Financial Benchmark (Compelled) Rules 2018 (compelled rules) (s908CD). About this guide RG 268.8 Section B of this guide explains our approach to licence and exemption applications and provides an overview of some of our powers in relation to licensed administrators. RG 268.9 Sections C–E of this guide explain how licensees may comply with particular administration rules. RG 268.10 Section F of this guide provides guidance about the compelled rules. Page 6 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 6 B Applying for a licence or exemption Key points This section: • explains our approach to assessing licence and exemption applications, including from overseas benchmark administrators; and • provides an overview of some of our powers in relation to licensed administrators. Applying for a licence and conditions on a licence RG 268.11 Under s908BD, a body corporate may, by lodging an application with ASIC, apply for a benchmark administrator licence authorising it to administer the financial benchmark specified in the licence. RG 268.12 Section 908BO lists matters ASIC must take into account when deciding whether to grant a licence, impose a licence condition or make other licensing decisions, including whether to grant exemptions. These matters are: (a) how the financial benchmark is, or is to be, administered; (b) the nature and purpose of the financial benchmark; (c) the manner in which the financial benchmark is, or is to be, used; (d) the persons who are, or may be, required to report data or other information to the licensee for the purposes of generating or administering the financial benchmark; (e) for an entity that is authorised to administer the same or a similar financial benchmark in the foreign country in which its principal place of business is located: (i) the criteria that the entity satisfied to obtain an authorisation to administer that financial benchmark in that country; (ii) the obligations the entity must continue to comply with to keep the authorisation; (iii) the level of supervision to which the administration of that financial benchmark in that country is subject; and (iv) whether adequate arrangements exist for cooperation between ASIC and the authority that is responsible for that supervision; and (f) whether it would be in the public interest to take the licensing or regulatory action. RG 268.13 We may also take into account any other matter that we consider relevant. Page 7 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 7 RG 268.14 Section 908BC provides that ASIC may grant an applicant a benchmark administrator licence if we are satisfied that: (a) the application has been made in accordance with s908BD; (b) the applicant will comply with its obligations if the licence is granted (see RG 268.44); and (c) no disqualified individual appears to be involved in the applicant (see RG 268.47–RG 268.48). RG 268.15 When deciding whether to grant a licence to an applicant, we will consider whether the benchmark has some connection to Australia or whether there is a potential benefit for the Australian financial system or Australian investors. RG 268.16 ASIC must not grant an applicant a benchmark administrator licence unless: (a) the applicant is registered under Div 2 of Pt 5B.2, where the applicant is a foreign body corporate (s908BC(2)); and (b) 42 days have passed since the application was made and we have not given a notice under s853D(2) to the applicant within that time (s908BC(3)). Note: A notice under s853D(2) is a notice that we propose to make a declaration under s853C that an individual who is involved in the licence applicant is disqualified for the purposes of Div 2 of Pt 7.4. RG 268.17 Under s908BG, we may impose conditions, or additional conditions, on a benchmark administrator licence. RG 268.18 We will make publicly available the list of licensees and their licence conditions. Disqualified individuals RG 268.19 To enable us to assess the requirement in s908BC(1)(c) that no disqualified individual appears to be involved in the applicant, or the applicant’s holding company, an application should include the following: (a) for each director, secretary and senior manager of the applicant: (i) their full name, address and contact details; and (ii) whether they are, or have been, disqualified; and (b) for each individual who holds more than 20% voting power in the applicant, or a holding company of the applicant: (i) their full name, address and contact details; and (ii) whether they are, or have been, disqualified. Note: See s853A and 853B and RG 268.47. Page 8 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 8 No unacceptable control situation is likely to result when a licence is granted RG 268.20 Where a domestically incorporated licence applicant has shareholders whose voting power will exceed 20% when the licence is granted, we must separately assess and approve each instance in which shareholder voting power exceeds 20%. This assessment occurs at the same time as we consider and decide the licence application. This process ensures that no unacceptable control situation arises after the licence is granted: s852DA, 852DB and 852DD. RG 268.21 Although we may consider a licence application and the voting power of each of the applicant’s shareholders concurrently, we must issue a separate written approval for each shareholder whose voting power will exceed 20% at the same time we grant the licence. RG 268.22 For further information, see ASIC approval to have greater than 20% voting power in RG 268.59–RG 268.67. Our approach to overseas licensees RG 268.23 In some cases, an overseas administrator that is required to hold a benchmark administrator licence may already be complying with the requirements of a substantially equivalent overseas regulatory regime. RG 268.24 In relation to these overseas administrators, we may consider: (a) accepting reliance (in whole or in part) on compliance with overseas regulation—for example, in lieu of direct compliance with specific Australian obligations; and (b) where appropriate, also exempting the benchmark administrator from specified obligations under the Australian regime. RG 268.25 We will adopt the approach that is most appropriate to the circumstances of the particular case. Reliance on regulation under an overseas regime RG 268.26 Section 908AF provides that, if a licensed benchmark is wholly or partly generated or administered in a foreign country, we may, to the extent we consider appropriate, perform the function of supervising the licensed benchmark by satisfying ourselves that: (a) the regulatory regime that applies to the licensed benchmark in the foreign country provides for adequate regulation of the licensed benchmark; or Page 9 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 9 (b) adequate cooperative arrangements are in place with an appropriate authority of the foreign country to ensure that the licensed benchmark will be adequately supervised by that authority. Substantially equivalent regulatory regime RG 268.27 To assess whether the regulatory regime that applies to the administration of the licensed benchmark in the foreign country provides adequate regulation, we will consider whether the overseas regulatory regime is sufficiently equivalent to the Australian regulatory regime. RG 268.28 We will apply the approach set out in Regulatory Guide 54 Principles for cross-border financial regulation (RG 54), and consider the extent to which the overseas regulatory regime, as it applies to the administration of the licensed benchmark: (a) is clear, transparent and certain; (b) is adequately enforced; (c) is consistent with relevant international principles (see RG 268.32); and (d) achieves outcomes equivalent to the outcomes of the Australian regulatory regime for financial benchmarks (see RG 268.33). Note: See International Organization of Securities Commissions (IOSCO), Principles for financial benchmarks (PDF 388 KB), final report, July 2013; and IOSCO, Principles for oil price reporting agencies (PDF 423 KB), final report, October 2012. RG 268.29 We may also consider whether the overseas regime provides for adequate review and reporting on regulatory compliance, such as an annual external audit of the licensee’s compliance with relevant international principles in a way that meets the requirements of the overseas regime. Consistent with international principles RG 268.30 To determine whether there is sufficient regulatory equivalence between the overseas regime and Australia’s regulatory regime, we will consider whether an overseas regulatory regime is designed to achieve the policy outcomes of relevant international principles. RG 268.31 This may be demonstrated in a number of ways—for example: (a) where the overseas regime applies the IOSCO benchmarks principles (PDF 388 KB) in its regulations; (b) where the overseas regime uses the IOSCO benchmarks principles as a standard for assessing compliance with the overseas regime; or (c) by reference to an assessment by IOSCO that the jurisdiction has fully or broadly implemented the IOSCO benchmarks principles. Page 10 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 10 RG 268.32 We will take into account any revised or newly established principles or recommendations on financial benchmarks published by IOSCO, or other relevant international standard-setting body or forum. Equivalent outcomes to the Australian regulatory regime RG 268.33 Consistent with the relevant international principles, we consider the relevant outcomes are: (a) robust governance and oversight arrangements; (b) requirements to ensure the quality of the licensed benchmark, including the design of the licensed benchmark and the use of data in determining the licensed benchmark; (c) requirements to ensure the quality of the licensed benchmark’s method; and (d) requirements to ensure a high level of accountability, including audit and cooperation with regulatory authorities. RG 268.34 To determine whether the overseas regulatory regime achieves the key outcomes, we will focus on whether the outcomes are achieved from the perspective of the stability of the Australian financial system, and the protection and confidence of Australian investors. RG 268.35 The regulatory mechanisms used in each country may differ. This means we need to review and understand, in detail, the regulatory mechanisms used in an overseas regime to achieve these regulatory outcomes, especially if they are not the same as the Australian regulatory mechanisms. Adequate cooperative arrangements RG 268.36 We will normally expect that adequate cooperative arrangements with an overseas regulator will provide for: (a) prompt sharing of information by the home regulatory authority; and (b) adequate exchanges of information to support our supervision, investigation and enforcement functions. RG 268.37 Adequate cooperative arrangements would usually involve direct and continuing contact with the relevant officers of the overseas regulator. RG 268.38 In some circumstances, we may not require a cooperative arrangement with an overseas regulator if we have established information access arrangements directly with the overseas licensee—for example, where the licensee is complying with an overseas regime that has greater reliance on regulatory mechanisms such as external audits undertaken by the licensee. Page 11 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 11 RG 268.39 Where arrangements with the overseas licensee gives ASIC access to information that is substantially similar to what we would have under a regulatory cooperation arrangement with an overseas regulator, we may decide that the licensee’s compliance with overseas regulatory obligations could be considered to partially or wholly meet obligations under an Australian licence. This does not affect the legal obligations of the licensee under the Australian regime but does affect how we administer the regime. Extent of reliance on overseas regime RG 268.40 In these scenarios, we will work with the licensee to clarify: (a) the extent to which we may rely on compliance with an overseas regime’s requirements as meeting Australian requirements; and (b) whether we will rely on regulatory cooperation arrangements with an overseas regulator or require direct information access arrangements with the licensee. Exemptions RG 268.41 We may exempt a person from the need to be licensed under Pt 7.5B or from the specific obligations that will apply once a person is licensed. An exemption may be subject to specified conditions. RG 268.42 Generally, we will only exempt a person from the need to be licensed in rare circumstances, including: (a) where regulatory outcomes for financial benchmarks are not relevant to the specific financial benchmark; (b) where regulatory outcomes are achieved without regulation, for example if an entity is subject to other forms of regulation that already achieve all of the regulatory outcomes and benefits under Pt 7.5B; (c) if the cost of regulation required to achieve the regulatory outcomes for a financial benchmark significantly outweighs the benefits of those outcomes; or (d) if granting an exemption will harmonise with the intended scope of relevant international principles. RG 268.43 For overseas licensees, we may in some cases grant an exemption from specified provisions of the Australian regime (with appropriate conditions) where we are satisfied that the criteria outlined in s908AD have been met. In other cases, we may determine that the licensee should remain subject to the requirements of the Australian regime if that helps to maintain Australian financial system stability or Australian investor confidence. Page 12 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 12 Licensee’s general obligations RG 268.44 Under s908BP, a benchmark administrator licensee must: (a) comply with the conditions on its licence; and (b) if the licensee is a foreign body corporate, be registered under Div 2 of Pt 5B.2; and (c) take all reasonable steps to ensure that each core officer of the licensee is: (i) a fit and proper person to perform their functions; and (ii) capable, including being competent, to perform their functions; (d) take all reasonable steps to ensure that no disqualified individual becomes, or remains, involved in the administration of the financial benchmark specified in the licence; and (e) take all reasonable steps to ensure that no individual against whom a financial market infrastructure (FMI) banning order is made becomes or remains involved in the licensee or does any of the things prohibited under the FMI banning order in relation to the licensee. Core officers must be ‘fit and proper’ and ‘capable’ RG 268.45 A core officer of a benchmark administrator licensee includes: (a) a director or secretary of the licensee; or (b) a person: (i) who makes, or participates in making, decisions that affect the whole or a substantial part of the business of the licensee; or (ii) who has the capacity to affect significantly the licensee’s financial standing; or (iii) in accordance with whose instructions or wishes the directors of the corporation are accustomed to act (commonly known as a shadow director). Note: See s9 and s9AD1(a) and (b). Also see paragraph 3.110 of the Explanatory Memorandum to the Treasury Laws Amendment (Financial Market Infrastructure and Other Measures) Bill 2024. RG 268.46 A benchmark administrator licensee should take all reasonable steps to ensure that each core officer: (a) is competent to undertake their role in relation to the administration of the financial benchmark; (b) has the attributes of good character, diligence, honesty, integrity and judgement; Page 13 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 13 (c) is not disqualified or subject to a banning order by law from performing their role (s853A, 853F, 853H and 853K); (d) has demonstrated the knowledge, skills and experience to perform their role; and (e) either has no conflict of interest in performing their role, or any conflict that exists will not create a material risk that the person will fail to properly perform their role. Note: The criteria in RG 268.46 are consistent with the criteria for responsible persons of authorised deposit-taking institutions in APRA’s Prudential Standard CPS 520 Fit and proper, for Australian financial services licences in Regulatory Guide 1 Applying for and varying an AFS licence (RG 1) and for Australian credit licences in Regulatory Guide 204 Applying for and varying a credit licence (RG 204). Individuals—disqualified or subject to a banning order–– not to become or remain involved in the administration of a financial benchmark RG 268.47 An individual is ‘involved’ in a benchmark administrator licensee if they are: (a) a director, secretary or senior manager of the licensee, or in a holding company of the licensee; or (b) an individual who has more than 20% of the total voting power in the licensee, or in a holding company of the licensee. Note: See s853B. Disqualified individuals RG 268.48 Licensees must take all reasonable steps to ensure the following disqualified individuals are not involved in the administration of the financial benchmark specified in their licence: (a) individuals declared by ASIC under s853C as being unfit to be involved in the licensee, taking into account such matters as the individual’s fame, character and integrity; or (b) individuals who have been automatically disqualified from managing a corporation due to certain circumstances including convictions, bankruptcy and foreign court orders (s206B); or (c) individuals who are on the register of disqualified company directors and other officers that ASIC must keep under s1274AA. Note: See s853A. Individuals subject to FMI banning orders RG 268.49 Licensees must take all reasonable steps to ensure that any individual who is subject to an FMI banning order is not involved in the administration of the financial benchmark specified in their licence. Page 14 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 14 RG 268.50 We have the power to issue an FMI banning order to prevent an individual who is insolvent, convicted of fraud, not fit and proper, not capable or competent, or has not complied with (or is likely to contravene) a financial services law from controlling or performing core functions at an FMI licensee: s853H, 853L and 853M. RG 268.51 Section 853K outlines the matters that we must consider when determining if an individual is not ‘fit and proper’ for the purposes of FMI banning orders. These matters include (but are not limited to) whether the individual has been: (a) a core officer of an FMI licensee that had its licence suspended or cancelled; (b) subject to a banning order (including an FMI banning order); (c) disqualified from managing corporations; (d) banned from engaging in a credit activity (within the meaning of the National Consumer Credit Protection Act 2009 ) under a law of a state or territory; (e) an insolvent under administration; (f) convicted of an offence in the last 10 years; or (g) linked to a refusal or failure to give effect to a determination made by the Australian Financial Complaints Authority. Complying with ongoing obligations relating to core officers’ ‘fitness and propriety’ and ‘capability’, and ‘disqualified’ or ‘banned’ individuals RG 268.52 While there are no prescribed steps that a licensee must undertake to satisfy the ongoing obligations in RG 268.44(c)–(e), a licensee may exercise its own discretion in determining how it satisfies itself that these requirements have been met. This may include making inquiries and assessments on a regular basis (e.g. annually), such as undertaking a national criminal history check, a bankruptcy check, and verifying that no disqualified individual, or individual subject to an FMI banning order, is involved with or remains engaged by the licensee. RG 268.53 Licensees should retain supporting documentation evidencing these inquiries and assessments, and should be able to provide such documentation to ASIC on request. Note: This approach is consistent with ASIC’s approach under the Australian Financial Services Licence and Australian Credit Licence regimes, see RG 1 and Regulatory Guide 206 Credit licensing: Competence and training (RG 206). Page 15 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 15 ASIC supervisory powers relating to financial benchmarks RG 268.54 ASIC may conduct an assessment of how well a licensee is complying with any or all of its licence obligations. In doing the assessment, we may take into account any information and reports that we consider appropriate: s908BW. RG 268.55 If a licensed benchmark is wholly or partly generated or administered from a foreign country, we may perform the function of supervising the licensed benchmark by satisfying ourselves that: (a) the regulatory regime in the foreign jurisdiction provides for adequate supervision of the licensed benchmark; or (b) there are adequate cooperation arrangements in place with the foreign regulator to ensure that the licensed benchmark is adequately supervised. Note: See s908AF(2). Suspension and cancellation of a licence RG 268.56 Under s908BI, we may, by written notice, suspend a licence for a specified period, or cancel it, if: (a) the licensee ceases to carry on the business of administering the financial benchmark specified in the licence; (b) it has been at least 12 months since ASIC granted the licence, and during the last 12 months the licensee has not administered the financial benchmark, or engaged in conduct or activity specified in the licence; (c) the licensee is a Chapter 5 body corporate, or under a foreign law is in a similar position to a Chapter 5 body corporate; (d) the licensee asks ASIC to suspend or cancel its licence; (e) the licensee is being deregistered as a company under s601AA or 601AB; or (f) in the case of a licensee that is a leviable entity (within the meaning of the ASIC Supervisory Cost Recovery Levy Act 2017), an amount of levy payable by the licensee (including any payment or shortfall penalty payable in relation to the levy) has not been paid in full at least 12 months after the payment due date. ASIC’s power to require reports RG 268.57 We may, by written direction, direct a benchmark administrator licensee to give us a report dealing with specified matters. If we require, the report must include an audit statement on the licensee’s report on those matters. In addition, we may, by written notice: (a) appoint an expert to provide us with a report on specified matters relating to the benchmark administrator’s compliance with its obligations as a benchmark administrator licensee; or Page 16 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 16 (b) direct the licensee to appoint a specific person to provide us with an expert report on specified matters relating to the licensee’s compliance with its obligations as a benchmark administrator licensee. RG 268.58 A licensee must give all information, explanation and assistance to the expert, as the expert reasonably requests for the preparation and provision of the expert report. Note: See s908BV and 908BWA. ASIC approval to have greater than 20% voting power RG 268.59 ASIC approval is required before a person can hold more than 20% voting power in a domestically incorporated financial benchmark licensee or its holding company (a type of ‘controlled Australian financial body’): s852DG and Div 1A of Pt 7.4. Guidance about voting power and related concepts is set out in Regulatory Guide 5 Relevant interests and deemed economic interests (RG 5). RG 268.60 A person’s voting power in a licensee or its holding company is the total number of votes attached to all the voting shares in the licensee or its holding company: s610. Voting power can arise without a person directly holding securities, for example through associates (see s12) or through influence over another body. A single acquisition can trigger approval requirements for multiple persons where each person’s voting power would exceed 20%. RG 268.61 To exceed the 20% voting power threshold, or to increase voting power that is already over 20%, a person must apply to ASIC, specifying their current and intended voting power, the period for which the approval is sought, and the reasons for their application: s852DG. If any information in the application changes or is incorrect after the application is made, the applicant must, as soon as practicable, give ASIC the correct information in writing: s852DQ. RG 268.62 An unacceptable control situation exists in relation to a controlled Australian financial body and a particular person if the person’s voting power exceeds either 20% or an approved higher percentage: s852DB. Note: If, on 17 September 2024, a person held more than 20% voting power in a controlled Australian financial body, the person is taken to have been granted approval by ASIC to hold that percentage of voting power indefinitely unless varied or revoked: s1705L. RG 268.63 We must provide written notice of our approval to the applicant if we are satisfied that the specified percentage in the application is the highest percentage of voting power, of that sought, for which the applicant passes the ‘legitimate control test’, and we believe relevant information in the Page 17 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 17 application, or later provided by the applicant, is correct. Otherwise, we must refuse the application and notify the applicant in writing: s852DH. A person passes the legitimate control test unless it is reasonable to expect that holding the proposed voting power in the licensee or holding company would adversely affect the licensee’s ability to meet one or more of its obligations: s852DC. Our approval can be for a specified period—which may be extended—or indefinitely, and can be subject to conditions. RG 268.64 We have 90 days to decide on an application and may extend this by up to 30 days. If we do not decide within this period, approval is deemed to have been granted. We may request further information and the decision period is paused until information is provided or if an unacceptable control situation exists: s852DR. RG 268.65 We may impose, vary or revoke conditions after approval by written notice, on our own initiative or by application from the person who holds the s852DH(1) approval: s852DL. RG 268.66 We may vary a person’s approval, such as changing the approved percentage or duration, on application by the person holding the approval or on our own initiative: s852DM. RG 268.67 Under s852DN, we may revoke an approval if we are satisfied that: (a) the person no longer passes the legitimate control test; or (b) an unacceptable control situation exists in relation to the licensee and the person; or (c) there has been a contravention of an approval condition; or (d) information provided by the applicant was incorrect at the time of our decision. Page 18 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 18 C Governance, management and resources Key points This section explains how we expect licensees to comply with rules for governance, oversight and managing conflicts of interest, and how licensees can meet the requirement to have adequate resources. Guiding obligations RG 268.68 Rule 2.1.1 of the administration rules requires a licensee to act efficiently, honestly and fairly in generating and administering each benchmark specified in its licence. RG 268.69 A licensee’s arrangements for a licensed benchmark must be appropriate for the nature, complexity and intended use of the licensed benchmark. Consideration of what is appropriate for a particular licensed benchmark should take into account the intended, expected or known use of the licensed benchmark, and the nature of conflicts of interest arising in the generation and administration of the licensed benchmark. RG 268.70 Intended, expected or known use of the licensed benchmark could take into account the types of users that have direct access to the licensed benchmark (i.e. through a subscription service from the administrator), the types of contracts or other functions that typically reference the licensed benchmark and, where the information is readily available, the significance of the licensed benchmark to the market. RG 268.71 A licensee must also, to the extent that it is reasonably practicable to do so, maintain the quality, integrity, availability, reliability and credibility of the licensed benchmark, and generate and administer the licensed benchmark in a way that does not adversely affect the integrity of any market connected with the benchmark. Governance, management and oversight RG 268.72 Rule 2.1.2 of the administration rules requires a licensee to have adequate arrangements for the governance and management of the licensee. RG 268.73 The licensee must also have adequate arrangements for the oversight and control of internal and external parties’ roles in the generation and administration of a licensed benchmark. Oversight arrangements must ensure Page 19 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 19 the licensee remains responsible for all of the functions involved in generating or administering a licensed benchmark. RG 268.74 Consistent with the IOSCO benchmarks principles (PDF 388 KB), the concept of generation and administration of a financial benchmark should be interpreted broadly to include: (a) development—defining the financial benchmark and financial benchmark method; (b) determination and dissemination—accurate and timely determination and distribution of the financial benchmark; (c) disclosure—providing appropriate transparency of the financial benchmark; and (d) governance and oversight—establishing robust governance, oversight and accountability arrangements to administer the financial benchmark, including its development, determination and distribution. Oversight arrangements RG 268.75 Depending on the nature, complexity and intended use of a licensed benchmark, an effective oversight arrangement might consist of an oversight committee or another mechanism to review and challenge how all aspects of the licensed benchmark are administered. RG 268.76 The oversight function should involve reviewing and monitoring the operational aspects of benchmark administration, including: (a) benchmark design, including periodic reviews of benchmark design; (b) changes to the benchmark’s method; (c) risk monitoring, including risks to the integrity, reliability and effectiveness of the licensed benchmark; and (d) procedures for the cessation of the benchmark. RG 268.77 The oversight function should apply to the governance of benchmark administration, including: (a) reviewing the guidelines, policies and conventions that support the administration of the licensed benchmark; (b) oversight of outsourcing to third parties; (c) assessing the need for audits and external reviews and, where applicable, implementing the outcomes of audits and reviews; (d) monitoring any use of discretion by the licensee; and (e) for submission-based benchmarks, ensuring more robust oversight of monitoring of submissions and inputs. Page 20 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 20 Audits and breaches RG 268.78 Rule 2.1.2(3) of the administration rules requires a licensee’s governance arrangements to be reviewed, audited and tested periodically. The frequency of the audit, and whether it should be an internal or external audit, should be determined taking into account the nature, complexity and intended use of the licensed benchmark and how it is determined. RG 268.79 Effective governance, management and oversight arrangements should include a robust mechanism to identify conduct that may undermine the integrity, reliability and effectiveness of the licensed benchmark. This should include a whistleblower policy. Outsourcing RG 268.80 Rule 2.1.3 of the administration rules requires a licensee that outsources any of the functions involved in generating or administering a licensed benchmark to have documented arrangements with its service providers. A licensee must have adequate arrangements to ensure it complies with its obligations under Pt 7.5B in relation to the outsourced functions, and the service provider is complying with its obligations under the outsourcing arrangement. RG 268.81 Consistent with the IOSCO benchmarks principles (PDF 388 KB), this rule is particularly important for functions relating to the determination of the licensed benchmark. RG 268.82 A licensee may comply with Rule 2.1.3 of the administration rules by: (a) ensuring that the service provider has the ability, capacity and any authorisation required by law to perform the outsourced functions reliably and professionally; (b) appropriately supervising the service provider in carrying out the outsourced functions; (c) being able to terminate the outsourcing arrangements where necessary; and (d) requiring the service provider to disclose to the licensee any development that may have a material impact on the service provider’s ability to provide the outsourced functions. RG 268.83 The licensee should also retain the necessary expertise to supervise the outsourced functions effectively. This includes having people with sufficient skills, knowledge and experience to assess whether the outsourced function has been performed in line with the outsourcing arrangement. Page 21 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 21 Conflicts of interest RG 268.84 Rule 2.1.4 of the administration rules requires a licensee to have adequate arrangements for handling conflicts of interest in relation to generating and administering each of its licensed benchmarks. RG 268.85 This rule is intended to ensure that actual or potential conflicts of interest do not inappropriately influence benchmark determination, thereby ensuring that the integrity, reliability and credibility of the licensed benchmark are protected. RG 268.86 In some cases it may be sufficient for a conflict of interest to be disclosed to stakeholders, including users and contributors. In other cases, the rule may require additional arrangements for managing or avoiding conflicts of interest. For example: (a) where a conflict is created by the licensee’s ownership structure or controlling interests, it may be necessary to manage the conflicts by having an independent oversight function. This function should be comprised of a balanced representation of stakeholders, including users and contributors; (b) where the licensee, its affiliate or, in some cases, outsourced service providers also provide non-benchmark administration services, this may give rise to conflicts of interest. These must be subject to robust oversight and should be disclosed to stakeholders, including contributors and users; (c) where discretion may be used in the benchmark determination process, it must be free from the influence of conflicts of interest, be independently and honestly exercised, and be subject to adequate review and signoff before the determined benchmark is disseminated; and (d) conflicts of interest for the staff of the licensee should be specifically considered and managed (e.g. ensuring their remuneration structure does not create incentives based on the outcomes of benchmark determination). RG 268.87 Rule 2.1.4(3) of the administration rules requires a licensee’s arrangements for handling conflicts of interest to be reviewed, audited and tested periodically. The frequency of the audit, and whether it should be an internal or external audit, should be determined taking into account the nature, complexity and intended use of the licensed benchmark and how it is determined. Page 22 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 22 Adequate resources RG 268.88 Rule 2.1.5 of the administration rules requires a licensee to have sufficient human, technological and financial resources. In complying with this requirement, a licensee should undertake: (a) a qualitative assessment as to whether the resources are appropriate for the tasks they are required to do; and (b) a quantitative assessment as to whether enough of those resources are applied to the task. RG 268.89 Rule 2.1.6 of the administration rules requires a licensee to ensure that its officers, managers, employees and representatives who are involved in the generation or administration of the licensed benchmark are fit for office and have the necessary experience, qualifications and skills to perform their roles. RG 268.90 In addition, licensees should maintain policies dealing with: (a) staff training; (b) periodic reviews for competence; and (c) continuity and succession planning. RG 268.91 Rule 2.1.7 of the administration rules requires a licensee to hold or have legally certain access to financial resources to cover at least six months of current operating expenses. For some licensees, it may be appropriate to have a plan for raising additional equity, which should be approved by the board. Page 23 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 23 D Licensed benchmark design, data and method Key points This section explains how licensees may comply with administration rules dealing with the design of a licensed benchmark, including: • selecting and using financial benchmark data; • the method for determining the licensed benchmark; and • changes to the method. It also explains how licensees are expected to comply with rules about: • the cessation of the licensed benchmark; and • maintaining written guidelines or a code of conduct for submitters. Benchmark design and method RG 268.92 Rule 2.2.1 of the administration rules requires a licensee to ensure a licensed benchmark is designed, to the extent it is reasonably practicable, to be an accurate and reliable representation of the interest it is intended to measure. Rule 2.2.1 should be read in conjunction with Rule 2.2.3 about the method for generating a licensed benchmark. RG 268.93 Together, we consider these rules require the method to specify or refer to: (a) definitions of key terms used in the method; (b) the criteria and procedures used to develop the licensed benchmark, including: (i) how financial benchmark data is selected; and (ii) the mix of financial benchmark data that may be used to determine the licensed benchmark and the priority given to each type of financial benchmark data; (c) the minimum data needed to determine a licensed benchmark, and whether and when a model or extrapolation may be used; (d) if the generation of the licensed benchmark involves the exercise of expert judgement or discretion by the administrator: (i) the guidelines, rules and other controls that govern the exercise of expert judgement; and (ii) procedures and practices designed to promote consistency in how expert judgement is exercised; (e) the procedures for validating data. This means having procedures for dealing with errors in financial benchmark data or in the benchmark Page 24 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 24 determination, and when the licensed benchmark will be re-determined because of errors that have been identified after the benchmark was first determined; (f) the procedures for reporting to ASIC suspicious activity in relation to the financial benchmark data used to generate the financial benchmark; (g) the frequency for internal reviews and approvals of the method. The frequency and extent of the review should reflect the type and nature of the benchmark, as well as any risks inherent in the design of the method; (h) when the licensee may consult on a proposed material change to the licensed benchmark; (i) how the licensed benchmark is determined when financial benchmark data might be unreliable or absent—for example, in periods of market stress or disruption; and (j) the potential limitations of the benchmark, including when financial benchmark data may be unreliable or absent. RG 268.94 The design of a licensed benchmark also needs to be sufficiently flexible so that it can be applied in a range of market conditions, but not so wide a range that the licensed benchmark would not be representative of the interest it is intended to measure. RG 268.95 The licensee should also review and change the mix of financial benchmark data as appropriate. Financial benchmark data RG 268.96 Rule 2.2.2(1) of the administration rules requires a licensee to take all reasonable steps to ensure the financial benchmark data that is used to generate a licensed benchmark is sufficient to accurately and reliably represent the interest it is designed to measure. RG 268.97 Financial benchmark data includes a wide range of data or information that may be used to determine a financial benchmark. Licensees should have a process for selecting the types of financial benchmark data to use and determining who may contribute financial benchmark data. RG 268.98 Rule 2.2.2(2) of the administration rules requires a licensee to have appropriate internal controls over its data collection and transmission processes. It also requires a licensee to have adequate arrangements to control the acceptance, retention and use of financial benchmark data. Page 25 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 25 RG 268.99 These arrangements must include arrangements reasonably designed to ensure that the licensee accepts financial benchmark data only from authorised persons (where applicable) and that the retention of financial benchmark data maintains the security and integrity of that data. RG 268.100 These arrangements must include monitoring and review processes that are designed to ensure that the licensee uses accurate and complete financial benchmark data. The monitoring and review arrangements should reflect the nature of financial benchmark data used. For example: (a) if a licensed benchmark uses submissions (particularly submissions that involve use of expert judgement), it would be important to have reasonably designed internal controls to identify non-compliance with the submission guidelines and the applicable code of conduct; (b) if a licensed benchmark uses market data, it may be appropriate to review the completeness and accuracy of data when end-of-day market information becomes available; and (c) depending on the quality and integrity of the financial benchmark data, it may be necessary to undertake statistical or other analysis of the financial benchmark data against other relevant data or information (such as data from the underlying market) to identify and follow up on irregularities or potential errors, where reasonably practicable. RG 268.101 Licensees should also have arrangements designed to enforce compliance with the requirements for financial benchmark data as set out in the method for calculating the licensed benchmark, guidelines or code of conduct. For example, where financial benchmark data is obtained from commercial vendors, there should be contractual provisions dealing with these matters which provide sufficient commercial recourse if there is a breach of contract. Hierarchy of financial benchmark data RG 268.102 Rule 2.2.3(2)(c) of the administration rules requires the method to set out the hierarchy for the order in which financial benchmark data will be used— though transaction data should be used where it is available and sufficient. This requirement will help the licensee and other stakeholders to assess whether the method is reliable and generates an accurate representation of the interest the licensed benchmark is intended to measure. Rule 2.2.2 of the administration rules requires that, where data from an active market involving arm’s length transactions is available and that data is sufficient to accurately measure the interest, that data must be used. RG 268.103 To meet these requirements, the licensee should ensure that the method: (a) prioritises the use of transaction data. However, other data (such as executable quotes or data sourced from commercial vendors) can be Page 26 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 26 used if it provides a more accurate representation of the interest, market or economic reality the licensed benchmark is intended to measure; and (b) identifies the minimum quantity or quality required of each type of financial benchmark data, and how the data will be used. RG 268.104 Rule 2.2.3(3) of the administration rules requires a licensee to ensure the method and its use of the method are reviewed and tested periodically, and updated as appropriate. The frequency of the review and testing should be determined taking into account the nature, complexity and intended use of the licensed benchmark and how it is determined. Changes to the method RG 268.105 Rule 2.2.4 of the administration rules requires a licensee to take steps to consult and notify users before making a proposed material change to the method, including a final stage method (see RG 268.107–RG 268.108). The requirement to consult and notify is a requirement to take such steps as are reasonable to take in the circumstances. A licensee must also notify ASIC in writing about the proposed change within a reasonable time before the change is implemented. RG 268.106 Where a licensee has procedures to consult on proposed changes to the method, this can be done through advisory committees rather than public consultation. We consider good practice consultation would involve: (a) giving relevant stakeholders sufficient time to consider and provide feedback; and (b) providing information to stakeholders on consultation feedback where practicable. BBSW administrator must maintain final stage method RG 268.107 Rule 2.2.5 of the administration rules requires that a licensee whose licence specifies the BBSW must maintain a method (a final stage method) for generating and administering the BBSW that will allow the BBSW to be generated when normal methods have failed or are likely to fail. Note: BBSW means the bank bill swap rate, a short-term money market benchmark interest rate, as specified in a benchmark administrator licence under s908BC(1). RG 268.108 A final stage method must require contributors to provide financial benchmark data based on the exercise of expert judgement by the contributors. Page 27 REGULATORY GUIDE 268: Licensing regime for financial benchmark administrators © Australian Securities and Investments Commission September 2026 Page 27 Cessation of a licensed benchmark RG 268.109 Rule 2.4.1 of the administration rules provides that, where a licensee intends to cease administering or generating a licensed benchmark, the licensee must give ASIC reasonable notice and have arrangements for ensuring the orderly transition of the licensed benchmark to another administrator or the orderly cessation of the generation and administration of the licensed benchmark. RG 268.110 This rule is intended to give ASIC reasonable time to consider the likely impact of the transfer or cessation of a licensed benchmark, and to consult with other regulators, such as the Reserve Bank of Australia (RBA), where appropriate. As such, we expect the licensee to informally discuss any consideration of cessation with ASIC as early in the process as possible. We also expect licensees to provide formal notice as soon as practicable after forming the intention or making the decision to cease or transfer administration and generation of the licensed benchmark. RG 268.111 Orderly transition or cessation of the generation or administration of a licensed benchmark requires a licensee to consider the impact on financial contracts or products that reference the licensed benchmark, at least where these contracts or products are within the scope of the intended use of the licensed benchmark. The transition arrangements plan should address: (a) whether the contracts or products can be amended to refer to another financial benchmark and whether the other financial benchmark is a viable alternative; and (b) whether there is enough time for the contracts or products to be amended before the proposed cessation date. Market announcements RG 268.112 The licensee should have clear written policies and procedures to address the possible cessation of a licensed benchmark. Arrangements should consider the types of communication the licensee needs to provide in the event of cessation. Appropriate communication should provide transparency and clarity for all market participants. This is particularly important because the communication and announcements made by the licensee may trigger clauses in certain contracts to replace the ceasing benchmark with an alternative reference rate. RG 268.113 We consider that market announ