Governance News 16 February 2022

45 minute read + (PDF Download)  16.02.2022 Mark Standen, Siobhan Doherty, Kate Hilder

This week's issue includes features our run down on the key changes in the Corporations Amendment (Meetings and Documents) Bill 2021 which will permanently reform meeting/execution requirements under the Corporations Act 2001 (Cth).  We also cover the Committee report into the four Bills to establish the proposed Financial Accountability Regime (FAR) and Compensation Scheme of Last Resort (CSLR), as well as other key financial services, regulatory and ESG-related developments and more…

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.

Shareholder Activism Navigation Show below Hide below

  • Shareholder ESG resolutions in 2021: Insights from Glass Lewis into Australia's 2021 AGM season
  • 'Capital protection' resolutions filed at Santos and Woodside for a second year running
  • AGL has announced accelerated timeframes for the closure of coal power stations, ACCR says the timeframes are still not Paris aligned
  • Alphabet seeks to exclude nine separate shareholder proposals ahead of its 2022 AGM

Institutional Shareholders and Stewardship Navigation Show below Hide below

  • Engagement not 'blanket divestment': Canada's largest pension fund commits to transition its portfolio to net zero across all scopes by 2050
  • NYS pension fund to divest 50% of its shale companies on climate grounds, flags plans to review transition plans of its oil and gas companies
  • Engagement has failed? Market Forces pushes for funds to 'divest all fossil fuel companies that cannot or will not align with the climate goals of the Paris Agreement'

Meetings and Proxy Advisers Navigation Show below Hide below

  • Top Story | A welcome development: Bill to permanently modernise meeting and execution requirements passes both Houses
  • Virtual meetings: Minor changes to Insolvency Practice Rules (Corporations) Amendment (Virtual Meetings and Electronic Communication) Rules 2022
  • It never happened: Treasurer's proxy advice reforms disallowed
  • In Brief | ASIC has announced that it prosecuted seven companies between 1 July 2021 and 31 December 2021, failing to comply with their obligations to hold AGMs and lodge financial reports within the required timeframes. The regulator has cautioned that it 'will continue to prosecute companies that systemically fail to comply'

Regulators Navigation Show below Hide below

  • ASIC flags climate, cybersecurity and crypto as continuing areas of focus heading into 2022
  • FDIC flags climate risk as a top priority for 2022
  • BoE launches second phase of climate stress testing Biennial Exploratory Scenario exercise

Financial Services Navigation Show below Hide below

  • Top Story | One step closer to reforms and penalties for unfair contract terms
  • Top Story | Hayne implementation: Senate Committee report endorses the FAR and CSLR Bills
  • Hayne implementation: The government has appointed 31 part time members of the Financial Services and Credit Panel
  • Compensation paid/offered for financial advice related misconduct reaches $3.15bn
  • CCIV/Retirement Income Covenant Bill passes both Houses
  • Statutory review of the operation of the CDR to be completed 'in July 2022'
  • $450 SG income threshold abolished: Treasury Laws Amendment (Enhancing Superannuation Outcomes For Australians and Helping Australian Businesses Invest) Bill 2021 has passed both Houses

Accounting and Audit Navigation Show below Hide below

  • In Brief | The UK Financial Reporting Council has released new guidance for auditors on meeting their responsibilities under ISA (UK) 72 following the introduction by the Financial Conduct Authority of TCFD aligned climate disclosure requirements for listed companies. The guidance also touches on auditor's responsibilities under ISA (UK) 720 in respect of the company's Streamlined Energy and Carbon Reporting disclosures.

Risk Management Navigation Show below Hide below

Culture

  • Implementation of the Respect@Work recommendations: New consultation launched
  • Parliamentary Workplace Reform (Set the Standard Measures No 1) Bill 2022 passes both Houses
  • SEC seeks feedback on proposed changes to whistleblower rules
  • In Brief | Rio Tinto has announced that it has reached agreement with the Yinhawangka Aboriginal Corporation on a new co-designed management plan to ensure the protection of significant social and cultural heritage values as part of Rio Tinto's proposed development of the Western Range iron ore project in the Pilbara. Rio Tinto flags that this marks the first time that the company and Yinhawangka have jointly developed a plan of this type
  • In Brief | Glencore has indicated that it expects that investigations by the UK, US and Brazilian regulators will be resolved in 2022 at an (estimated) cost of $1.5bn. The company states that the US resolutions are 'expected to cover separate investigations into bribery and market manipulation. The resolution of the other investigations into the Group is not included within this provision and they remain ongoing'.

Climate

  • Labor controlled Senate Committee recommends that the government 'consider reviewing the benefits of the oil and gas industry'
  • New fossil fuels Bill introduced: Greens Bill would halt the extraction, processing and export of coal, gas and oil

Restructuring and Insolvency Navigation Show below Hide below

  • ASIC prosecuted 104 people in H2 2021 for failing to assist registered liquidators in their investigations

Other News Navigation Show below Hide below

  • 2021 foreign investment reforms: Treasury evaluation report released, consultations on possible enhancements to the regime launched

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