Governance News 17 April 2019

60 minute read (PDF download)  16.04.2019 Mark Standen, Siobhan Doherty, Kate Hilder

This week's issue includes, among other things: coverage of APRA's new enforcement approach and the findings and recommendations of the strategic review that informs it, details of the ALRC review of the corporate criminal liability regime and trends reports into shareholder activism in Q1 2019.

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

  • Combined impact of Californian board diversity requirements and community pressure? Facebook has reportedly appointed former PayPal executive, Peggy Alford to its board, but will need to appoint at least one more female director by 2021 to meet Californian board diversity requirements
  • In Brief | The '30 per cent Club' is reportedly advocating that companies looking to join the ASX, have women on their boards before they list.  Reportedly, almost 62% of the 63 companies that listed on the ASX over the past year had zero women on their boards and 32% had only one female director

Remuneration Navigation Show below Hide below

  • Increased emphasis on non-financial targets is unlikely to secure investor support?  The SMH reports that some senior bankers have expressed concern that APRA's expected restrictions on executive pay are unlikely to be supported by investors at upcoming AGMs 
  • In Brief | Regressing? The UK Financial Reporting Council has released its gender pay gap report for 2017/2018: According to the report the FRC’s own median gender pay and bonus gap have increased since the last report: the median pay gap increased to 27.8 (up from 21.8% 2017)
  • In Brief | The WSJ reports that BlackRock CEO Larry Fink's compensation has been reduced by 14% in line with poorer than expected financial results over the past year.  The WSJ opines that the reduction in Mr Fink's compensation signals that last year was a 'tougher year' not only for BlackRock but or asset managers more generally

Shareholder activism Navigation Show below Hide below

  • Quietest opening quarter to a year since 2016 overall, but Australia ranks second 'busiest' country behind the US: Activist Insight has released a quarterly review of shareholder activism in Q1 2019
  • Lazard's Quarterly Review of Shareholder Activism — Q1 2019 released: Starboard Value has surpassed Elliott as the most prolific activist fund for the first time
  • Activist shareholders are reportedly planning to make another bid to remove Mark Zuckerberg as Facebook Chair and abolish the firm's dual class structure
  • Gender pay disclosure resolution at BOA: The Bank of America is reportedly facing a shareholder resolution calling for BOA to disclose unadjusted metrics comparing average male vs average female pay

Regulators Navigation Show below Hide below

  • Top Story | APRA's new enforcement approach: details released
  • ASIC's appearance at senate estimates: The extension of BEAR is an 'important next step' but ASIC is in a 'very confident position moving forward for the task ahead’ the Committee heard 
  • APRA has released Chair Wayne Byres' planned opening remarks to the Senate Economics Legislation Committee 

Financial Services Navigation Show below Hide below

  • Superannuation funds to review fees: ASIC and APRA have jointly called on superannuation trustees to review governance and assurance arrangements for fees charged to members' accounts 
  • Bills update: A number of Bills have lapsed with the calling of federal election
  • ASIC has cautioned AFSL holders on overseas derivatives laws: 'AFS licensees offering OTC derivatives to overseas retail clients should, as a matter of priority, seek advice on the legality of their offerings to these clients' ASIC Commissioner Cathie Armour said
  • 'Kicking the can down the road another four years is unacceptable': The AIST has issued a statement cautioning that the ongoing delays to disclosure reforms for Choice superannuation products will negatively impact member outcomes
  • General vs personal advice: Citigroup to refund over $3m to clients 
  • CBA Financial Planning compensation final report released
  • The ACCC has granted mortgage broking disciplinary rules interim authorisation 
  • In Brief | ASIC surveys highlight continued growth in innovative funding platforms: The Australian Securities and Investments Commission (ASIC) announced that recent surveys of market sectors supported through ASIC’s Innovation Hub show that fintech businesses are continuing to see growth in demand for alternative funding sources

Accounting and audit Navigation Show below Hide below

  • United Kingdom | The Brydon review has called for views regarding audit quality and effectiveness

Risk management Navigation Show below Hide below

Climate Risk

  • Shell is reportedly facing a Dutch lawsuit which, if successful, may mean the company is directed by the court to reduce emissions 
  • Climate Change (not financial returns) the centrepiece of Rio Tinto’s London AGM presentations? Rio Tinto has reportedly positioned itself as a supporter of the renewable sector in presentations to shareholders

Other Developments

  • Uber Technologies Inc has reportedly disclosed a DOJ investigation into allegations of improper payments made in Indonesia and potentially three other countries in documents announcing the company's intention to go public

Corporate misconduct and liability Navigation Show below Hide below

  • Top Story | ALRC Review into Australia’s corporate criminal responsibility regime: Terms of reference announced

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https://www.minterellison.com/articles/governance-news-17-april-2019