Governance News 13 March 2019

60 minute read (PDF download)  12.03.2019 Mark Standen, Siobhan Doherty, Kate Hilder

Governance News provides weekly summaries of key regulatory and governance developments in Australia and overseas.  Among other things, in recognition of International Women's Day (8 March), this week's issue includes a number of posts relating to gender equality/gender diversity.

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

eyJhbGciOiJIUzI1NiIsInR5cCI6IkpXVCJ9.eyJuYW1laWQiOiJiNmFiZjIxOS1iYTU4LTRkMDUtYTc5ZS0zMzk4MzE1NDMyZWYiLCJyb2xlIjoiQXBpVXNlciIsIm5iZiI6MTczMzM0MDkzNiwiZXhwIjoxNzMzMzQyMTM2LCJpYXQiOjE3MzMzNDA5MzYsImlzcyI6Imh0dHBzOi8vd3d3Lm1pbnRlcmVsbGlzb24uY29tL2FydGljbGVzL2dvdmVybmFuY2UtbmV3cy0xMy1tYXJjaC0yMDE5IiwiYXVkIjoiaHR0cHM6Ly93d3cubWludGVyZWxsaXNvbi5jb20vYXJ0aWNsZXMvZ292ZXJuYW5jZS1uZXdzLTEzLW1hcmNoLTIwMTkifQ.7WX5gOjE2y0ZGJrtu4jQoSId0UhmsHfvhGvQQWwuFnY
https://www.minterellison.com/articles/governance-news-13-march-2019

Diversity Navigation Show below Hide below

  • Top Story | The Economist's latest glass ceiling index has ranked Australia 17th on a list of the best and worst OECD countries in which to be a working woman (just ahead of the OECD average)
  • ACSI marked international women's day 2019 by launching a new 'tougher' gender diversity policy with broader application (it will apply to ASX 300 boards)
  • Why not 40/40/20?  Reportedly ASX board member Carol Schwartz has questioned whether the 30% gender diversity objective is enough of a 'stretch' target, arguing that the recently revised ASX Corporate Governance Principles could have gone further 
  • Former foreign minister Julie Bishop has reportedly endorsed calls for companies bidding for a share of the federal government's $50 billion annual procurement spend to be required to meet gender equality targets 
  • In Brief | The SMH reports that NSW Labor leader Michael Daley has said that 50% of all government related board and committee positions will go to women if Labor wins the upcoming state election.  Currently, Mr Daley said, women old 40% positions on about 400 public boards and committees in NSW
  • In Brief | (Gender) diversity is key to lifting standards in the finance sector? Managing Director of Fidelity International Alva Devoy has called on the finance sector to improve its own gender balance in the wake of the Hayne Commission's recommendations as she considers that the current  imbalance 'has skewed the industry's thinking and the belief ¬system'.  Reportedly Ms Devoy has said that though the change will be 'disruptive, it will be a good shift because it is in the client interest'
  • In Brief | 'Outsiders need not apply'? More women on boards won't necessarily deliver diversity benefits (such as countering group think) unless they're drawn from a different network than their male counterparts.  To deliver benefits, companies need to take a broader approach to board diversity that aims to get multiple viewpoints into corporate decision-making according to The Conversation

Remuneration Navigation Show below Hide below

  • United States | US financial regulators are reportedly considering reviving and Obama administration era rule to cap bankers' pay
  • United Kingdom | Disclosure has failed to narrow the gender pay gap, so is it time to consider financial penalties (fines) for firms who fail to address it? 
  • In Brief | A US District Court has ordered the reinstatement of an Obama administration era reporting requirement for employers with 100 employees or more to report gender and ethnicity pay gap information.  The National Women's Law Centre (NWLC) which sued in 2017 to revive the rule, has welcomed the decision on the basis that the information is an important factor in identifying, quantifying and addressing the issue
  • In Brief | The gender pay gap persists, even at executive level? Based on analysis of the pay packages of more than 3000 executives working in ASX500 firms over a five-year period (2011-2014), there is still a 20% gender gap both in base salary and in incentives according to University of South Australia researchers.   On average, men still take home $25,717 a year more than women, and even women at the top of organisational hierarchies, with all the experience and qualifications that they have, still experience a pay gap
  • In Brief | Reportedly Deutsche Bank has reduced its 2018 bonus pool by approximate 15% to ($US2.3 billion), and many bankers at the firm have seen 'deep cuts' to the 2018 bonuses, with some New York and London based bankers receiving zero bonus.  The bank has also reportedly considered closing its equities trading business after losing as much as $US750 million last year

Shareholder activism Navigation Show below Hide below

  • United States | ISS predictions of upcoming trends in shareholder proposal campaigns for 2019: Climate change remains a key investor concern
  • Shareholder climate resolutions at Santos and Woodside? The ACCR has announced plans to file shareholder resolutions at both companies 
  • In Brief | Shareholder climate resolutions are 'flooding in'? The Australian reports that shareholder resolutions backed by Friends of the Earth, Market Forces and Australian Ethical investments will target 10 companies this year (AGL, BHP, Rio Tinto, Origin, Macquarie Group and the big four banks) seeking engagement on climate issues.  The Australian comments that the resolutions follow the recent successful engagement by climate lobby group Climate 100+ at Glencore  
  • In Brief | Divestment or just increased pressure on companies to engage on climate issues? The Australian suggests that the decision by Norway's sovereign wealth fund to cut exposure to Australia's oil and gas operators may spur Australian superannuation funds to follow suit, though some commentators have suggested that its more likely at this stage that rather than calling for outright divestment, investors and super funds are more likely to seek to engage with companies on climate issues in a bid to drive change

Institutional shareholders and stewardship Navigation Show below Hide below

  • The Federal Budget should include measures to address the savings gap? Reportedly, the AIST has called on the government to take action to address the superannuation (gender) pay gap 
  • In Brief | First ESG Australian bond fund launched: BlackRock has reportedly launched a new indexed fund that will invest in Australian bonds with an ESG focus, with backing from a $21 billion government superannuation fund (VicSuper)

Other shareholder news Navigation Show below Hide below

  • In Brief | Should the ASX Principles and Recommendations be abandoned? RMIT academics have questioned whether self-regulation is an appropriate mechanism and suggested that the Governance Code should be scrapped.  If Australia is to have a Governance Code, they argue that it should be written by a government-convened commission of experts and community representatives (as has happened in Germany) rather than by and for industry insiders

Regulators Navigation Show below Hide below

  • ASIC to target executives and directors? An ASIC internal review has reportedly recommended that ASIC's office of enforcement target senior executives and directors 

Financial Services Navigation Show below Hide below

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

  • Implementation of Financial Services Royal Commission Recommendation 5.5: Progress update on implementing the recommendations of the Sedgwick Review
  • Review of the Four Major Banks: CBA and Westpac CEOs have recently appeared before the Standing Committee on Economics and (among other things) have provided updates on implementation of the FSRC recommendations
  • Measures to implement Hayne recommendation 5.4: Reportedly Westpac plans to eliminate variable pay for 2300 bank tellers completely to enable more focus on serving customers
  • In Brief | About turn? The Treasurer has said that the government will not ban trail commissions from July 2020 as first announced in response to the Hayne Final Report Recommendations, but will instead review their operation in three years' time.  The review will be conducted by the Council of Financial Regulators and the Australian Competition and Consumer Commission (ACCC) and will also consider the continuation of upfront commissions.  'Only the Government can be trusted to protect the mortgage broking sector and ensure that competition is strengthened so consumers get a better deal' the Treasurer states

Other Developments

  • ASIC FFNS update | ASIC has provided an update on fee for no service issues at AMP, ANZ, CBA, NAB and Westpac
  • 'Future proofing' the ePayments Code? ASIC is seeking feedback on the proposed scope of its review of the ePayments Code 
  • In Brief | NAB interim CEO and Chair elect Philip Chronican has written to shareholders to advise that the bank has 'returned more than $110m' to customers since June 2018, that it will accelerate the customer repayment program and that it will change its executive remuneration framework to ensure 'compensation appropriately reflects the individual and collective performance of the executive team'.  In addition, the letter flags that the board has identified 'renewal as a priority' for 2019
  • In Brief | According to Westpac, 50% of small businesses are worried or uncertain about the impact federal election policies will have on their operations, and are choosing to delay decisions such as staffing and investment as a result.  According Westpac 'the most helpful thing' the government could do to help small business is decrease energy costs, reduce regulation and red tape, and increase small business grants
  • In Brief | Fortune reports that there is a trend among the biggest US banks (JP Morgan Chase, Wells Fargo, and Bank of America) towards reducing their branch networks and increasing use of ATMs in lower income areas.  Reportedly the banks have shut 1,915 more branches in lower-income areas than they opened between 2014 and 2018

Accounting and audit Navigation Show below Hide below

  • In Brief | The UK government is consulting on plans to implement certain recommendations of the Kingman Review including the replacement of the Financial Reporting Council (FRC) with a new regulator to be called the Audit, Reporting and Governance Authority.   The new regulator will have a new mandate, new leadership and stronger powers.  Recruitment for the new chair, deputy chair and CEO will begin shortly.  The initial consultation will close on 11 June 2019

Risk management Navigation Show below Hide below

Cybersecurity and privacy

  • Top Story | The new Consumer Data Right and the energy sector: The ACCC is consulting on three possible data access models that will be used to implement the CDR in the energy sector, which is expected to commence in the first half of 2020
  • Consumer Data Right | Treasury has released a second Privacy Impact Assessment
  • Consumer Data Right | OAIC has provided feedback on how privacy protections could be strengthened in the CDR Bill

Climate Risk

  • In Brief | The Climate Change Authority has released a 'stocktake' of Australia's climate change policies.  The report found that the approach taken to reducing emissions varies across Australia’s states and territories and across different sectors with the majority of policies concentrated in the energy sector. The Authority states that it has not analysed the effectiveness of policies and will consult later in the year as it develops its approach to updating its advice.  The Authority would also welcome 'input on the accuracy and reliability of the information contained' in the stocktake' and any additional relevant information

Whistleblowing

  • Is there a 'clear duty' for the government to intervene to stop the prosecution of former public servant Richard Boyle?  Mr Boyle is reportedly facing 161 years in gaol after blowing the whistle on poor culture at the Australian Taxation Office

Other Developments

  • United Kingdom | UK Treasury committee report — economic crime, anti-money laundering supervision and sanctions

Contact

Tags

eyJhbGciOiJIUzI1NiIsInR5cCI6IkpXVCJ9.eyJuYW1laWQiOiIzODNmYTE0Ni04YjViLTQ1YWUtYmEwMi01MGQ4YWNhNzU3OWMiLCJyb2xlIjoiQXBpVXNlciIsIm5iZiI6MTczMzM0MDkzNiwiZXhwIjoxNzMzMzQyMTM2LCJpYXQiOjE3MzMzNDA5MzYsImlzcyI6Imh0dHBzOi8vd3d3Lm1pbnRlcmVsbGlzb24uY29tL2FydGljbGVzL2dvdmVybmFuY2UtbmV3cy0xMy1tYXJjaC0yMDE5IiwiYXVkIjoiaHR0cHM6Ly93d3cubWludGVyZWxsaXNvbi5jb20vYXJ0aWNsZXMvZ292ZXJuYW5jZS1uZXdzLTEzLW1hcmNoLTIwMTkifQ.mKwxwQDuHRRyKVESH7elMXqF5oghN1lw0m7sskvTmaM
https://www.minterellison.com/articles/governance-news-13-march-2019