Governance News 10 December 2018

60 minute read (PDF download)  09.12.2018 Mark Standen, Siobhan Doherty, Kate Hilder

This week's issue includes, among other things, coverage of APRA's enforcement actions against IOOF entities, executives and directors; coverage of the second week of the Financial Services Round 7 hearings and updates on various legislative developments including the passage of the Superannuation Guarantee Bill through the Senate and the introduction of the energy divestment Bill.

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

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https://www.minterellison.com/articles/governance-news-10-december-2018

Executives, secretaries and officers Navigation Show below Hide below

  • Key concerns for business leaders? The top three priorities for Australia's business leaders are digital transformation, innovation and disruption and regulation according to a new KPMG survey

Diversity Navigation Show below Hide below

  • France, Italy and Germany lead the way on gender board representation in Europe according to EWOB gender diversity index

Meetings and proxy advisers Navigation Show below Hide below

  • Board (gender) Diversity appears less important to shareholders than anticipated? No second 'strike' and no strong protest vote against the re-election of two male directors to the all-male five member board (despite media speculation to the contrary) at the TPG AGM 
  • On track for a record year of 'strikes'? The AFR reports that already 2018 is shaping up to be a record year for shareholder protests

Regulators Navigation Show below Hide below

Australian Securities and Investments Commission (ASIC)
  • ASIC areas of focus for financial reporting: ASIC has called on companies to focus on new requirements including compliance with new accounting standards, in their 31 December financial reports 
  • ASIC has released a report outlining its decisions on relief applications for the period 1 April to 30 December 2018
  • ASIC cost recovery levies for 2017-2018 finalised
  • In Brief | New ASIC Deputy Chair announced: The government has appointed Ms Karen Chester as a full time Deputy Chair to the Australian Securities and Investments Commission.  Ms Chester will commence with ASIC for a five year period from 28 January 2019, replacing Peter Kell.  Ms Chester has been the Deputy Chair of the Productivity Commission since May 2016, having been appointed a Commissioner in December 2013.  

Corporate social responsibility and sustainability Navigation Show below Hide below

  • The FT reports that Royal Dutch Shell has changed its stance on climate issues following engagement with investors 

Financial Services Navigation Show below Hide below

Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry (Financial Services Royal Commission)

  • Top Story | Financial Services Royal Commission Round 7 Week 2, Part 2 

Other Developments

  • Top Story | APRA has announced it will take enforcement action against IOOF entities, directors and executives for alleged failure to act in the best interests of superannuation members
  • The Superannuation Guarantee Bill has passed the senate (with amendments) and will now go back to the House of Representatives.
  • Superannuation law reform needed? A new report commissioned by the AIST argues there is a case for structural reform of the superannuation sector, and a case for enhanced disclosure.
  • Open Banking progress update: No CDR Bill introduced before parliament rose for the year, but the Treasurer has reiterated that the 1 July 2019 date for open banking is unchanged
  • In Brief | The AFR reports that former Labor minister and ACTU secretary Greg Combet has succeeded Garry Weaven as chairman of IFM Investors, overseeing $630 billion in industry superannuation.  Mr Combet has reportedly flagged a stronger push to use workers’ retirement savings to take direct stakes in companies.
  • In Brief | ABA appointments: Shayne Elliott (ANZ CEO) has been reappointed Chair and David Carter (Suncorp CEO) reappointed as Deputy Chair of the Australian Banking Association for a further 12 months.
  • In Brief | ASIC has issued a reminder that the Asia Region Funds Passport (ARFP) (a multilaterally agreed framework to facilitate the cross border marketing of managed funds across participating economies (Australia, New Zealand, Thailand, Japan and South Korea) in the Asia region) will launch on 1 February 2019.  

Accounting and audit Navigation Show below Hide below

  • United Kingdom | The FRC has called on auditors to improve their work outside of financial statements in company reports 

Risk management Navigation Show below Hide below

Supply Chain Risk

  • UK government to report on steps to identify and prevent modern slavery in its own supply chains from 2019

Climate Risk

  • Insurers globally are transitioning away from coal according to a new study by Unfriend Coal, but some are slower to act than others.  
  • In Brief | NZ climate initiative: SBS reports that New Zealand Prime Minister Jacinda Ardern has announced a new NZ$100 million green investment fund intended to encourage private-sector participation in a campaign to achieve zero net carbon emissions by 2050.  

Whistleblowing

  • Progress update: Treasury Laws Amendment (Enhancing Whistleblower Protections) Bill 2017 has passed the senate (with amendments) having stalled for a year.  

Cybersecurity and Privacy

  • Singapore | MAS has announced the launch of a new S$30m cybersecurity capabilities grant and is calling on eligible financial institutions to make applications
  • Cybersecurity funding announced: Eligible small businesses invited to apply for a new government grant to cover 50% of the cost of a cybersecurity assessment by an approved provider; separately, the government has announced that three cyber security projects promoting international competitiveness and strengthening Australia’s cyber resilience will receive nearly $4 million in funding.
  • The government's encryption access Bill has passed, but media reports suggest it looks likely to be amended in the new year 
  • In Brief | At odds with the stated mission of the company? Reportedly, UK MPs have publicly released old emails that show that Facebook considered selling data to developers and used access to user data as a bargaining chip with companies and competitors, even though it appears to have understood the risks of making the data available.  Chair of the UK committee inquiring into the Cambridge Analytica breach Damian Collins is quoted as stating 'I believe there is considerable public interest in releasing these documents…They raise important questions about how Facebook treats users data [sic], their policies for working with app developers, and how they exercise their dominant position in the social media market.'

Conduct Risk

  • UK fashion retailer Ted Baker has reportedly launched an internal investigation into allegations of misconduct by CEO and founder Ray Kelvin

Other Developments

  • Further allegations against former Nissan Chair Carlos Ghosn?
  • In Brief | Brexit looking uncertain? The AFR reports that UK MPs have voted against the draft Brexit deal, casting it further in doubt.  

Corporate misconduct and liability Navigation Show below Hide below

  • Energy divestment Bill: Treasury Laws Amendment (Prohibiting Energy Market Misconduct) Bill 2018  proposes to introduce a range of penalties and remedies for energy companies that engage in misconduct 
  • Former managing director of Murray Goulburn has been penalised $200,000 for being involved in the cooperative's false or misleading representations about the expected farm gate milk price 
  • In Brief | The Bill to introduce stronger penalties for white collar crime: Treasury Laws Amendment (Strengthening Corporate and Financial Sector Penalties) Bill 2018 has progressed to second reading stage in the senate, having passed the House with amendments.  Labor Senator Clare O'Neil has proposed a number of amendments that would further strengthen penalties.  The Business Council has released a statement opposing Labor's proposed amendments on the basis that increasing penalties would increase regulatory risk and run the risk of 'harming business confidence'. 
  • In Brief | While progress has been made, improvements to companies’ anti-bribery and corruption strategies are still needed, according to a global study by the University of Manchester: 2018 Global White Collar Crime Survey.  

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

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https://www.minterellison.com/articles/governance-news-10-december-2018