Governance News 15 May 2019

60 minute read (PDF download)  14.05.2019 Mark Standen, Siobhan Doherty, Kate Hilder

Governance News provides a weekly wrap up of key governance and risk developments in Australia and overseas. This week's issue features (among other things) coverage of a report into (the lack of) diversity among ASX 200 CEOs.

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

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

Diversity  Navigation Show below Hide below

  • Top Story |  Better the devil you know? A report into diversity among ASX 200 CEOs has concluded that Australian firms tend to 'play it safe' and remain conservative in making executive appointments, tending to seek out CEOs that share similar education/experiences drawn from a narrow talent pool
  • Lack of diversity is not in the best interests of members? On 1 May 2019, Future Super became the first super fund to completely exclude investments in companies that have no women on their boards 
  • United Kingdom | The Guardian reports that investor group, the Investor Association, is pressuring some of the UK's largest companies (including Lloyds Banking Group) to boost the number of women on their boards this AGM season
  • United States | Evidence of complex and 'contradictory' views on diversity (including workplace diversity)?  75% of Americans support the promotion of ethnic and racial diversity in the workplace, but don't support employers taking into account ethnicity/diversity considerations in the hiring process according to a report from the Pew Research Centre 

Remuneration Navigation Show below Hide below

  • United States | ISS update on trends in US director pay — ISS found that pay levels are generally increasing, but argues that investors view the increases as reasonable given increased demands on directors
  • United States | (Most) white women are blind to the racial pay gap? A US poll has found that most white women believe there is a gender pay gap but don’t believe they’re paid more than non-white women, despite evidence to the contrary 

Institutional shareholders and stewardship Navigation Show below Hide below

  • Speaking at the ACSI annual forum Shadow Assistant Treasurer Andrew Leigh said (among other things) that Labor supports the introduction of CEO/worker pay ratio reporting and the integration of climate risk considerations into investment decision making
  • Failure to take climate risk into account is breaking the law? ACSI president and Australian Super head Ian Silk has reportedly called on industry to integrate ESG considerations into investment decision making 
  • Too far? The Australian reports that there are a range of views on the role investors should play in holding boards to account/applying pressure on board decision making
  • In Brief | Pressure building? The Australian reports that $97 billion Norwegian pension fund giant KLP has sold its stakes in BHP, South32, Origin Energy and AGL Energy following a decision to cut its exposure to coal.  The Australian comments that the move reflects a growing shift among pension and sovereign wealth funds to reduce their exposure 

Meetings and proxy advisers Navigation Show below Hide below

  • Recent AGM results: Barclays, General Electric, Rio Tinto, QBE
  • Germany | Proxy advisers ISS and Glass Lewis have reportedly taken the unusual step of advising shareholders to vote against ratifying the Deutsche Bank board ahead of the 23 May AGM 

Disclosure and reporting Navigation Show below Hide below

  • The Greens have released a new policy to introduce carbon risk reporting for large companies ahead of the Federal Election
  • In Brief | The SMH reports that Australian financial regulators (ASIC and APRA) have renewed calls at the ACSI annual conference, for improved climate risk disclosure on the basis that climate risk must be considered a major financial risk.  'We view some climate risks as distinctly financial in nature ... we view those risks as "material, foreseeable and actionable now"' APRA's Geoff Summerhayes is quoted as stating

Regulators Navigation Show below Hide below

  • ASIC has announced the launch of three regulatory technology (regtech) events in conjunction with industry and others to promote and encourage regtech adoption in the Australian financial services sector
  • United States | Bloomberg reports that SEC looks to be on pace to file more enforcement actions than last year despite the month-long shutdown at the outset of the year

Financial Services Navigation Show below Hide below

  • Progress update on embedding customer focus: The ABA has released a post implementation review into the impact and effectiveness of customer advocates two years after the initiative was implemented
  • ASIC has revoked the authorisation of 58 AFS licensees following a review 
  • APRA has written to RSE licensees reminding them of their obligations to act in members' best interests when implementing changes required under Protecting Your Super legislation
  • ASIC has fined HostPlus for (alleged) misleading 'independent advice' claims
  • Change to the CBA board announced
  • In Brief | In a joint statement, financial regulators ASIC, APRA and the RBA have written to several financial institutions seeking assurance that they 'fully appreciate the impact and risks' associated with transitioning away from LIBOR and that they are taking appropriate steps to prepare
  • In Brief | Financial Standard reports that the AIST wants AFCA to publicly name the most complained about superannuation funds on the basis that the information is important for consumers 

Accounting and audit Navigation Show below Hide below

  • New Code of Ethics for CA ANZ members: The New Zealand Regulatory Board has revised the NZ Code of Ethics to align it with the new International Code of Ethics 
  • United Kingdom | The FCA has announced it has imposed sanctions against KPMG and a KPMG audit partner for misconduct in connection with KPMG's audit of the Co-op Bank
  • In Brief | The AFR reports that Chartered Accountants ANZ is pushing to expand the type of work auditors carry out into areas such as ESG assurance, on the basis that the community supports the expansion.  The AFR comments that the call is being made in the context of concerns by Australian and UK regulators concerning audit quality
  • In Brief | APRA has updated the Approved Audit Report Form for superannuation funds for reporting periods ending on or after 30 June 2019 to reflect language recommended by the Auditing and Assurance Standards Board (AUASB) and include a greater focus on ‘controls’ in Part 3B of the Form, now titled ‘Controls and Compliance’

Risk management Navigation Show below Hide below

Cybersecurity and Privacy

  • Inaugural review of the Notifiable Data Breaches scheme released: OAIC reports there was a 712% increase in notifications as compared with the 12 months prior to the introduction of mandatory reporting

Climate Risk 

  • Landmark climate case? A group of eight Torres Strait Islanders claim climate change inaction violates their human rights and have called on the Australian government to reduce emissions and invest in defences to protect their lands against rising sea levels
  • In Brief | Net zero carbon Bill introduced in NZ: The Bill gives NZ a plan to deliver on its Paris commitment and is the first legislation in the world to make a legally binding commitment to living within 1.5C of global warming.  This Bill sets targets for cutting greenhouse gas emissions into primary legislation for the first time, sets up a framework of five-year emissions budgets for achieving the targets and establishes a new Climate Change Commission to monitor progress and hold successive governments accountable
  • In Brief | The Guardian reports that Microsoft has joined BP, ExxonMobil, Shell, Total and ConocoPhillips (among others) in supporting the Climate Leadership Council's call for oil companies to be granted legal immunity from prosecution for harm caused by 'historic emissions'.  The Guardian comments that legal immunity would mean a raft of climate lawsuits across the US will fail
 

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https://www.minterellison.com/articles/governance-news-15-may-2019