Governance News 1 May 2019

60 minute read (PDF download)  30.04.2019 Mark Standen, Siobhan Doherty, Kate Hilder

Governance News provides a weekly wrap up of key governance and regulatory developments in Australia and overseas.  This week's issue features  (among other things) coverage of the AICD's latest Director Sentiment Index and board (gender) diversity statistics as well as an overview of ACSI's proposed governance reforms to improve corporate accountability.

Full coverage of this weeks content is now available. Past issues are available

Receive Governance News in your inbox.

We provide weekly summaries of key regulatory and governance developments in Australia and overseas.

Directors’ and officers’ duties and liabilities Navigation Show below Hide below

  • 'Disappointing' result: Rather than meeting the 30% board diversity target (as hoped), gender diversity on the boards of Australia's largest companies has gone backwards since the start of the year according the latest AICD statistics
  • United Kingdom | The last listed company in the FTSE 250 with an all-male board, Daejan holdings, has reportedly resisted pressure to change 
  • In Brief | Nikkei Asian Review reports that large Japanese companies will work to increase the number of female executives to 30% from single digits by the end of 2030, as the government seeks to promote women in the workforce

Remuneration Navigation Show below Hide below

  • Engaging a pay consultant leads to larger pay packets for executives?  (As yet unpublished) UTS/Auckland University of Technology research has found ASX listed companies that used compensation consultants paid their CEO more than those that did not across salary, bonus and equity components
  • Federal Labor has outlined a number of measures to address the gender pay gap including the introduction of pay gap reporting for large companies  
  • United States | ISS Remuneration trends report has found CEO pay has continued to increase across all market segments and industries 
  • The case for retaining (and strengthening) the 'two strikes' rule: Allan Fels has reportedly said the existing rule is working as intended and has made boards more accountable to shareholders  

Institutional shareholders and stewardship Navigation Show below Hide below

  • Australian Superannuation fund, HESTA is reportedly part of a global coalition to pressure social media companies to take steps to prevent the uploading and spread of harmful content in the wake of the NZ Christchurch terrorist attacks
  • No plans to change strategy in response to the 'noisiest' shareholders? BHP CEO Andrew Mackenzie has reportedly said that despite pressure from superannuation funds, BHP has no immediate plans to change its climate strategy
  • No plans to change strategy in response to the 'noisiest' shareholders? BHP CEO Andrew Mackenzie has reportedly said that despite pressure from superannuation funds, BHP has no immediate plans to change its climate strategy

Other shareholder news Navigation Show below Hide below

  • Top Story | ACSI calls for targeted corporate governance reforms:  ACSI has released a policy paper outlining four targeted measures to improve corporate accountability  
  • Pakistan | The Securities and Exchange Commission of Pakistan (SECP) has released a draft of a new corporate governance code for public listed companies for discussion
  • South Korea | A recipe for better AGMs? The Financial Services Commission and the Ministry of Justice have jointly announced plans to improve shareholder engagement and participation in annual general meetings 

Markets and exchanges Navigation Show below Hide below

  • In Brief | ASX reportedly launches blockchain test: The AFR reports that 11 early adopters of the ASX's planned equities blockchain are set to commence accessing the test site.  The test of ASX distributed ledger technology (DLT) is reportedly a significant milestone for the project which is reputed to be the world's largest deployment of a private blockchain in financial markets

Financial Services Navigation Show below Hide below

  • Room to improve: APRA has released its review of the 2013 reforms of the superannuation prudential framework and flagged areas in need of 'strengthening' 
  • APRA has announced a four week consultation on revised prudential standard SPS 515 Strategic Planning and Member Outcomes following the passage of legislation
  • Enabling underperforming superannuation funds to be stripped of their default status is reportedly among the proposed reforms the Federal Labor Party plans to implement (if elected) 
  • ASIC has cautioned superfunds that communication concerning the 'protecting your super' reforms should be 'helpful and balanced'
  • Update on proposed measures to implement Hayne Recommendation 2.4 (grandfathered commissions): Reportedly submissions to Treasury on proposed legislation and regulations to act on recommendation 2.4 have raised concerns
  • Further consultation required?  The FPA has raised concerns about the impact of AFCA legacy complaints rule changes on the cost of professional indemnity insurance for financial planners and has suggested that further consideration/investigation is warranted
  • Fingerprints to replace PINs? 
  • In Brief | Open Banking (possibly) delayed? InnovationAus suggests that the government's failure to pass the Consumer Data Right legislation before the Federal election could potentially lead to further delays to the rollout of the open banking scheme given that the Federal Labor party has reportedly said it intends to amend the legislation
  • In Brief | Increased competition? APRA has announced it has granted Judo Bank Pty Ltd a licence to operate as an authorised deposit-taking institution (ADI) without restrictions under the Banking Act 1959
  • In Brief | ANZ has released a set of dispute resolution principles to ensure customer complaints and legal matters are handled fairly and in line with community expectations.  ANZ states that the principles represent a 'small, but important part of ANZ’s response to the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry'
  • In Brief | APRA has released a letter to private health insurers providing reporting guidance on travel and accommodation benefits and age-based discounts.  The guidance is in response to aspects of the reforms announced by the Federal Government in October 2017 that came into effect from 1 April 2019
  • In Brief | Reuters reports that Japanese financial regulator, The Financial Services Agency (FSA) has conducted investigations at two cryptocurrency exchanges —  Huobi Japan and Fisco Cryptocurrency Exchange — following management changes at both companies, to assess whether appropriate measures have been implemented for customer protection and legal compliance (including compliance with anti-money laundering requirements) 

Accounting and audit Navigation Show below Hide below

  • United Kingdom | No structural split recommendation: The CMA's Final Report into competition in the UK Audit Market makes four recommendations to address the lack of competition in the sector, including the 'operational split' of the big four accounting firms' audit work

Risk management Navigation Show below Hide below

Climate Risk

  • Top Story | AICD H1 2019 Director Sentiment Index released: Climate change is a key concern for Australian directors
  • A global coalition of central banks, the Network for Greening the Financial System, has called on all financial actors (including central banks and supervisors) to take urgent action to implement measures to ensure a smooth transition to a low carbon economy 
  • How can the gap between stated intentions and concrete actions on sustainability issues best be addressed?  Writing in Harvard Business Review, INSEAD researches outline suggested strategies to persuade directors to act 
  • The majority of Australians support action on climate change according to an Australia Institute survey
  • In Brief | In the absence of government action, The AFR reports that some Australian companies are setting their own carbon price as a means of future-proofing their businesses against 'inevitable' policy change
  • In Brief | 'Irresponsible' on climate issues: The BBC reports that climate change activist Greta Thunberg met with UK members of parliament and described the UK's response to climate change as 'beyond absurd'. She reportedly criticised the country for supporting new exploitation of fossil fuels and said the cuts to carbon emissions have been exaggerated.   'You don't listen to the science because you are only interested in the answers that will allow you to carry on as if nothing has happened' Ms Thunberg is quoted as stating

Other Developments

  • In Brief | The answer to the skills shortage?  Harvard Business Review reports that a new study has found that though executives tend to be pessimistic about their employees' ability to acquire necessary new capabilities, employees are in fact keen to learn new skills.  By creating a learning culture; engaging employees in the transition instead of shepherding them through it; developing an internal talent pipeline for the entire workforce; and collaborating with outside partners to build the right skills in the labour pools it hires from, companies can tap into this existing talent reserve

Receive Governance News in your inbox.

We provide weekly summaries of key regulatory and governance developments in Australia and overseas.

Contact

Tags

eyJhbGciOiJIUzI1NiIsInR5cCI6IkpXVCJ9.eyJuYW1laWQiOiJlODAxNDE3Zi1mY2Q0LTQ3M2UtYTg4ZC1lYTc4ODE5ZTE1MzMiLCJyb2xlIjoiQXBpVXNlciIsIm5iZiI6MTczMDg0MDA3MiwiZXhwIjoxNzMwODQxMjcyLCJpYXQiOjE3MzA4NDAwNzIsImlzcyI6Imh0dHBzOi8vd3d3Lm1pbnRlcmVsbGlzb24uY29tL2FydGljbGVzL2dvdmVybmFuY2UtbmV3cy0xLW1heS0yMDE5IiwiYXVkIjoiaHR0cHM6Ly93d3cubWludGVyZWxsaXNvbi5jb20vYXJ0aWNsZXMvZ292ZXJuYW5jZS1uZXdzLTEtbWF5LTIwMTkifQ.MbSOxfaF3EVdzAZZBZjgOSCjvKhWVkU4PKeByBZ4dCo
https://www.minterellison.com/articles/governance-news-1-may-2019