Governance News 12 February 2020

10 minute read + PDF download  11.02.2020 Mark Standen, Siobhan Doherty, Kate Hilder
Governance News provides a weekly wrap up of key governance, regulatory and risk developments in Australia and overseas.  This week's issue has a climate risk focus and includes a number of posts on this topic including coverage of the Governance Institutes' guide to climate reporting; the release of MinterEllison's report into key climate risk issues for the coming year; and coverage of APRA's latest policy and supervision priorities (which identifies climate risk among key priorities for the regulator).  

Full coverage of this weeks content is now available


Past issues are available

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https://www.minterellison.com/articles/governance-news-12-february-2020

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Diversity Navigation Show below Hide below

  • United Kingdom | Board ethnicity targets are still within reach but more work needs to occur if they are to be met: The latest Parker Review into the diversity of FTSE 350 boards reveals 59% do not include at least one director of colour 
  • In Brief | The UK BEIS has announced that the Hampton-Alexander review target of 33% of all FTSE 100 board members to be women has been met almost one ear early but cautions further work needs to be done for FTSE 250 boards to meet the 30% target (as the proportion of female directors is currently at 29.5%)

Shareholder activism Navigation Show below Hide below

  • Lazard's annual review of global trends in shareholder activism released: for the first time, Japan was the most-targeted non-US jurisdiction
  • A shareholder climate resolution (coordinated by Market Forces) is set to be heard at the upcoming Rio Tinto AGM

Meetings and proxy advisers Navigation Show below Hide below

  • United Kingdom | Analysis of FTSE 350 voting patterns has revealed that executive remuneration and director elections/re-elections are the two issues that attracted the highest levels of shareholder dissent in 2019 

Disclosure and reporting Navigation Show below Hide below

  • Top Story | How to report on climate risk: The Governance Institute has released a practical guide 
  • ASIC review of 30 June 2019 financial reports released

Regulators Navigation Show below Hide below

  • Top Story | APRA flags GCRA, climate risk and cybersecurity among its key priorities over the coming year

Financial Services Navigation Show below Hide below

  • Implementing FSRC recommendations 1.2, 1.3, 4.2 and 4.7: Legislation to extend UCT protections to insurance contracts and legislate a best interest duty for brokers (among other measures) has passed both houses
  • Stronger powers for ASIC: Legislating the government's 'additional commitments', as outlined in the Financial Services Royal Commission implementation roadmap
  • FinTech sandbox Bill update | Treasury Laws Amendment (2018 Measures No 2) Bill 2019 passed both houses on 10 February
  • Bill to facilitate the exit of ERFs Treasury Laws Amendment (Reuniting More Superannuation) Bill 2020
  • An important measure to rebuild trust following the Hayne Commission? AFCA submission supports the establishment of a CSLR scheme 
  • APRA member Geoff Summerhayes follows up on his recent PHI comments
  • Overkill?  The AFR reports that AFSA has queries whether extending the BEAR to the superannuation sector is necessary 
  • Open Banking update | ACCC Commissioner Sarah Court has announced 'a major milestone in delivering the Consumer Data Right in banking'.  The ACCC has formally made the Competition and Consumer (Consumer Data Right) Rules
  • Progress update: Legislation to implement the government's comprehensive credit reporting regime has progressed to second reading stage in the senate
  • APRA consultation on increased transparency of general insurance and life insurance data
  • ASIC has issued an update on compensation paid by certain financial institutions because of non-compliance advice or FFNS misconduct
  • Parliamentary Committee ongoing review of the four major banks and other institutions: public hearing dates announced
  • In Brief | The Insurance Council of Australia (ICA) has issued a 'catastrophe declaration' in response to property losses caused by storms and flooding along the east coast since 5 February.  According to the ICA's statement as at 7am 10 February, insurers had received 10,000 claims with the value of claims estimated at $45 million.  The declaration means claims will be given priority by insurers.  The statement adds that this is the sixth Catastrophe declared in the past five months
  • In Brief | The Australian Banking Association has announced that former Australian Government Solicitor Ian Govey has been appointed to chair the Banking Code Compliance Committee (BCCC), the independent body that monitors and enforces the new Banking Code of Practice

Risk management Navigation Show below Hide below

Climate Risk

  • Top Story | 2020's 'new normal': climate change risk review and governance issues to watch in the year ahead
  • Five actions mining CEOs should take to respond to the impact of climate change: McKinsey report calls on miners to step up their climate transition efforts
  • The BCA has reportedly written to members outlining plans to revise its climate policy 
  • Independent MP Zali Steggal plans to introduce a UK style Climate Bill committing Australia to a net-zero target by 2050, the BCA has reportedly signaled support
  • Only three countries have provided their updated climate plans in line Paris Agreement deadline to do so
  • In Brief | Climate change litigation is now a real risk: The AFR reports that Chancellor of the University of Western Australia (and former Chief Justice of the High Court) Robert French has cautioned Australian governments, big business and regulators of the escalating risk of climate litigation and changing societal attitudes
  • In Brief | Corporate Australia supports urgent action on climate change? The Australian reports that support for action on the issue appears to be gaining traction in the business community with both Telstra CEO Andy Penn and Mirvac CEO Susan Lloyed-Hurwitz separately, speaking out/outlining their own organisation's plans around climate risk

Other Developments

  • RBNZ has announced the release of a new external whistleblower policy: current/former employees of RBNZ regulated entities will now be able to directly report misconduct to the RBNZ

Restructuring and Insolvency Navigation Show below Hide below

  • The Combating Illegal Phoenixing Bill passed both houses on 5 February 
  • In Brief | 'Shadow director' sentenced to nine years imprisonment for fraud and insolvent trading: Former Kleenmaid group director Andrew Young was found to be acting as a shadow director and sentenced to nine years' imprisonment after being convicted of 19 offences arising out of the collapse of the Kleenmaid group of companies.  ASIC says that the case demonstrates that 'shadow directors can still be liable for breaches of the laws relating to directors’ duties, even though they were never formally appointed as a director of the company, if they act as a director or give instructions to the appointed directors on how they should act'

Governance Theory and Principles Navigation Show below Hide below

  • In Brief | United States: The Stanford Rock Center for Corporate Governance has released a guide to understanding key corporate governance concepts drawing together links to relevant papers and research findings on governance issues

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