Governance News 10 April 2018

60 mins 11.04.2018

Governance News provides weekly summaries of key regulatory and governance developments in Australia and overseas. This week's issue includes (among other things): coverage of ASIC's latest enforcement report and priorities, coverage of the (Australian) FRC report recommendations for reform of disciplinary and enforcement processes in the audit sector and an overview of the Actuaries Institute's Discussion Paper outlining a proposed approach for better monitoring and overseeing non-financial risk.

Overview of this weeks content

Board of Directors Navigation Show below Hide below

'Overboarding': Is it time to cap the number of boards on which directors can sit?
Board changes announced at AMP

Diversity Navigation Show below Hide below

Equilar expects that Russell 3000 boards will achieve gender parity by 2034
Mixed results? Google's annual diversity report shows the company recruited fewer female leaders in 2018, though the proportion of female hires overall has slightly improved

Remuneration Navigation Show below Hide below

'Out of line with best practice'? Glass Lewis has expressed concern about the approach taken by both Fiat Chrysler and Ferrari to CEO pay

Other Shareholder News Navigation Show below Hide below

Governance concerns at Spotify? Glass Lewis has expressed concern about the 'growing list' of technology companies with dual-class structures

Meetings and Proxy Advisers Navigation Show below Hide below

As You Sow Proxy Preview 2018 released: Conservative 'copycat' resolutions; gender pay equity and the unresolved question of the impact of Staff Legal Bulletin No 14I (shareholder proposal rule) are among the new issues emerging this proxy season.

New issues this year

Disclosure and Reporting Navigation Show below Hide below

United States | The case for quarterly reporting (as opposed to quarterly forecasted earnings guidance)? In a submission in response to the US Securities and Exchange Commission’s request for comment, the Council of Institutional Investors (CII) has argued that investors, companies, and other market participants benefit from the current reporting frequency model

Regulators Navigation Show below Hide below

Top Story | ASIC enforcement report July to December 2018 released
The UK FCA and ASIC have agreed to strengthen cooperation post-Brexit
ASIC has extended temporary disclosure related relief for product dashboards
In Brief | The Australian Prudential Regulation Authority (APRA) has released the approval form and instruction guide to apply for approval of merger and acquisitions of health benefit funds

Corporate Social Responsibility and Sustainability Navigation Show below Hide below

European Union | European Commission Action Plan on sustainable finance released
ACCR proposal at Rio Tinto moot? Only Australian investors will have the opportunity to vote on the company's continued membership of the Minerals Council after the company determined that it would not present the proposal to UK investors but this may now be moot as the Minerals Council has reportedly changed its stance on climate and Rio (and possibly BHP?) reportedly look set to remain members.

Financial Services Navigation Show below Hide below

The Treasury Laws Amendment (Improving Accountability and Member Outcomes in Superannuation Measures No 1) Bill 2017 has received Assent
Treasury Laws Amendment (Design and Distribution Obligations and Product Intervention Powers) Bill 2018 has received Assent
COBA has welcomed the passage of the Mutual Reform Bill as an important measure in fostering competition in the banking sector
Treasury Laws Amendment (AFCA Cooperation) Regulations 2019: Regulations imposing a legal requirement for Australian Financial Complaints Authority (AFCA) members to provide 'reasonable assistance' to AFCA to allow it to 'promptly and fairly resolve complaints' commenced on 6 April
Satisfaction with industry superannuation funds outstrips retail funds? Roy Morgan's Superannuation Satisfaction Report has found the satisfaction rating for industry superannuation funds has increased over the 12 months to February. The report also names the 15 'best performing' superannuation funds
An ASBFEO report has found some large businesses are reluctant to disclose payment times and that most are late to pay, negatively impacting small business cashflow

Accounting and Audit Navigation Show below Hide below

Top Story | Audit sector reform? An FRC review of the adequacy of auditor disciplinary functions has recommended 18 reforms (17 of which the government supports) to strengthen existing disciplinary and enforcement processes

Risk Management Navigation Show below Hide below

Climate Risk

Engagement on climate issues has led to the withdrawal of a climate resolution at Shell (but hasn't headed off pressure from other climate activists)?
In Brief | Under-pricing the impact of climate risk? BlackRock has released a report outlining how climate change poses tangible risks to investment portfolios now (not just in future) and calling on investors to reassess their approach. 'While the physical manifestations of climate change are clear, including rising sea levels, and more intense hurricanes, wildfires and droughts, how investors incorporate these risks into their analysis is not' BlackRock cautions
In Brief | Supply Chain Transparency: The AFR reports that in acknowledgement of increased consumer demand including from consumers of copper-intensive products (eg people buying electric vehicles), the BHP is moving to improve supply chain transparency. 'Consumers care and they speak with their wallets...Sooner or later, the owner of an electric vehicle will want to know exactly what is in their car, and be guaranteed that it meets certain environmental standards. This is what the concept of "green copper" is all about' a BHP spokesperson is quoted as stating
In Brief | The UK Financial Reporting Lab announced that the project to improve climate change and workforce disclosures is progressing since it was commenced late last year. In-depth interviews with participants to identify how climate and workforce disclosures can be reported most effectively are now 50% complete

Other Developments

Top Story | A better way for boards to manage non-financial risk? The Actuaries Institute has released a report outlining a proposed approach for financial services entities to better oversee, document and manage non-financial risk
Japan | Japanese leaders are more pessimistic about the economy than at any time since December 2016? A quarterly survey of Japanese Business Leaders has found that one quarter expect a global downturn over the next six months
Microsoft CEO has reportedly met with employees to discuss (alleged) cultural issues including alleged gender discrimination