Governance News 16 March 2022

45 minute read + (PDF download)  16.03.2022 Mark Standen, Siobhan Doherty, Kate Hilder

This week's issue has a strong ESG focus.  We cover a number of developments highlighting the increased levels of shareholder concern around DE&I and climate action, a report highlighting the rise in the use of 'stakeholder' incentives globally and briefly touch on the Full Federal Court's decision in Sharma v Minister for the Environment [2021] FCA 560.  This issue also includes coverage of key financial services developments including the release of the final terms of reference for the planned Quality of Advice Review and our key takeaways from a panel discussion with the ASIC and APRA Chairs on the key challenges facing the banking sector and more…

Full coverage of this weeks content is now available.

Past issues are available

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https://www.minterellison.com/articles/governance-news-16-march-2022

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Diversity  Navigation Show below Hide below

  • $6.4 trillion investor initiative renews calls for ASX 200 companies to commit to ensuring gender parity in their executive leadership teams
  • In Brief | MSCI's latest global report tracking progress on gender diversity on boards confirms that the pace of change is slow. Among other things, the report highlights that there has been no significant change in the proportion of CEO roles held by women over the past five years across all regions

Remuneration Navigation Show below Hide below

  • 'Stakeholder incentives' on the rise: Global report identifies 11 trends in stakeholder incentives, predicts social and environmental measures will continue to gain traction
  • In Brief | ESG incentives are bad idea? Harvard Law School's Lucian Bebchuk and Roberto Tallarita argue that, based on their analysis of ESG pay metrics at S&P 100 companies, the adoption of ESG metrics 'should not be supported even by those who care deeply about stakeholder welfare' because in their view, such metrics give 'self-interested executives a powerful tool to increase their payoffs without creating any significant incentives to deliver value to either stakeholders or shareholders'

Shareholder Activism Navigation Show below Hide below

  • US 2022 Proxy Season: SEC Director says requests by companies to exclude shareholder proposals are down 9% on 2021
  • Apple shareholders back civil rights audit and concealment clauses proposals
  • Disney shareholders back Arjuna Capital's racial and gender pay gap reporting proposal
  • 'Vote No' campaign: Majority Action calls on investors to vote against the election of individual directors at 27 companies to signal concern about their lack of climate action
  • Credit Suisse targeted with shareholder climate resolution
  • Say on climate: ACCR calls on shareholders to back Rio Tinto's transition plan (if certain additional demands are met)
  • Reclaim Finance calls on shareholders to hold companies to account for climate action heading into the 2022 proxy season
  • In Brief | The ACCR continues to all Australian companies to sever ties with Russia and has welcomed announcements by Rio Tinto and Worley that they are doing so. The ACCR states: 'Following Russia's invasion of Ukraine, all Australian companies should sever relationships with companies owned or part owned by oligarchs aligned with Russian President Vladimir Putin. Rio Tinto and Worley should be commended for taking appropriate action'.
  • In Brief | Climate Lobbying a key focus this proxy season: Ceres says 46 shareholder climate lobbying resolutions, have so far been filed targeting companies in a broad range of sectors. Of these resolutions, 21 seek confirmation from companies that their climate lobbying activity is aligned with the goals of the Paris Agreement

Institutional Shareholders and Stewardship Navigation Show below Hide below

  • FRC announces new signatories to the UK Stewardship Code
  • US pension fund CalSTRS opposes Bill proposing to force fossil fuel divestment
  • In Brief | 10 major investors and investor networks, including BNP Paribas Asset Management, and AP7, as well as Ceres and ICCR, have launched a new Global Standard on Responsible Climate Lobbying with the aim of helping companies and investors to assess and ensure that all lobbying efforts are Paris-aligned

Meetings and Proxy Advisers  Navigation Show below Hide below

  • Joint guidance on implementing the Corporations Amendment (Meetings and Documents) Act 2022 reforms released

Disclosure and Reporting Navigation Show below Hide below

  • US SEC consults on proposed mandatory cybersecurity disclosures
  • IOSCO to sharpen its focus on greenwashing
  • Investor group urges SEC to mandate reporting across all Scopes and require independent verification of emissions data

Markets and Exchanges Navigation Show below Hide below

  • In Brief | ASIC announces rule changes in the wake of the November ASX outage: ASIC has introduced new Market Integrity Rules aimed at 'promoting the technological and operational resilience of securities and futures market operators and participants'. ASIC has also amended the prohibition on payment for order flow to address certain regulatory gaps and made deregulatory, minor and administrative amendments to 10 ASIC-made rule books.

Regulators Navigation Show below Hide below

  • New forum aims to 'streamline' regulators' collective approach to the regulation of digital platforms in Australia

Financial Services Navigation Show below Hide below

  • Top Story | Hayne Implementation: Quality of advice review Terms of Reference released
  • Top Story | Status update: Tracking progress against each of the Hayne Commission's 76 recommendations
  • Key risks facing Australia's banking sector, and what this may mean for regulation: Key takeaways from a Panel Discussion with APRA and ASIC's Chairs
  • CDR: Consultation on the proposed expansion of the CDR to 'Open Finance' launched
  • New member appointed to the Financial Regulator Assessment Authority
  • In Brief | APRA has released new FAQs for ADIs on interpreting Prudential Standard APS 220 Credit Risk Management (APS 220) and associated reporting standards.
  • In Brief | RBA Deputy Governor Dr Guy Debelle has resigned from the bank with effect from 16 March 2022 to take up a position as Chief Financial Officer of Fortescue Future Industries. Dr Debelle said that the new role will enable him to 'make a significant contribution' in addressing climate change. The Treasurer is responsible for the appointment of a new Deputy Governor

Risk Management Navigation Show below Hide below

  • Top Story | Podcast: Reimaging governance in aged care

Technology, Cybersecurity and Privacy

  • US President Biden signs an executive order on digital assets
  • House Committee makes 26 recommendations to address online harms from interactions with digital platforms
  • In Brief | The Parliamentary Joint Committee on Intelligence and Security is holding a hearing on the proposed reforms in the Security Legislation Amendment (Critical Infrastructure Protection) Bill 2022 on 16 March 2022

Climate Risk

  • Landmark climate case overturned on appeal: Minister does not owe a duty of care

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