Governance News 18 March 2020

60 minute read (PDF download)  17.03.2020 Mark Standen, Siobhan Doherty, Kate Hilder

This week's news features coverage of: a) ASIC's latest enforcement actions; b) BNPL provider Afterpay's settlement with a US regulator; c) developments in shareholder activism; and d) coverage of actions being taken by business, government and by regulators to respond to the COVID-19 threat.

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

eyJhbGciOiJIUzI1NiIsInR5cCI6IkpXVCJ9.eyJuYW1laWQiOiI0MmIzNzIzOC01YmUyLTQ1YjItOWEwMC0xMjdmNjY3NGI3ZDEiLCJyb2xlIjoiQXBpVXNlciIsIm5iZiI6MTczMDYxMzI3NiwiZXhwIjoxNzMwNjE0NDc2LCJpYXQiOjE3MzA2MTMyNzYsImlzcyI6Imh0dHBzOi8vd3d3Lm1pbnRlcmVsbGlzb24uY29tL2FydGljbGVzL2dvdmVybmFuY2UtbmV3cy0xOC1tYXJjaC0yMDIwIiwiYXVkIjoiaHR0cHM6Ly93d3cubWludGVyZWxsaXNvbi5jb20vYXJ0aWNsZXMvZ292ZXJuYW5jZS1uZXdzLTE4LW1hcmNoLTIwMjAifQ.hUXsRnm063kL2-GSChdMXRh5vi0FILXJ8BclEg3Uu4c
https://www.minterellison.com/articles/governance-news-18-march-2020

Receive Governance News in your inbox.

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

Boards and Directors Navigation Show below Hide below

  • Leadership change announced at Microsoft

Remuneration Navigation Show below Hide below

  • The FT reports that Rio Tinto has agreed to pay former CEO Sam Walsh his deferred bonus payments following a confidential dispute resolution process
  • 53% of Disney shareholders have reportedly voted to approve Disney Executive Chair Robert Iger's $47.5m pay package 

Shareholder activism Navigation Show below Hide below

  • As You Sow climate resolution set to be considered at JP Morgan's AGM
  • Starboard has reportedly nominated a slate of directors to the eBay board  

Institutional shareholders and stewardship Navigation Show below Hide below

  • Some super funds are reportedly moving to institute an informal ban on short selling (despite the fact that ASIC has reportedly ruled out instituting such a ban)
  • More transparency: BlackRock has issued a voting bulletin explaining its rationale for voting against the say on pay resolution and against the reelection of the compensation committee Chair at Qualcomm 

Meetings and proxy advisers Navigation Show below Hide below

  • Samsung has reportedly encouraged shareholders to vote online ahead of the AGM rather than in person in light of the COVID-19 threat 
  • In Brief | The Australian reports that Coca-Cola Amatil is in discussions with ASIC over holding a hybrid AGM in light of the ban on large public gatherings

Regulators Navigation Show below Hide below

  • COVID-19 response: The Council of Financial Regulators has outlined steps being taken to support the effective operation of Australia's financial markets 
  • ASIC has announced steps to ensure Australian equity markets remain resilient in the face of the impact of the COVID-19 threat
  • Central banks have announced coordinated measures to enhance the provision of liquidity via the standing US dollar liquidity swap line arrangements 
  • In Brief | APRA has appointed Renee Roberts (former NAB and QBE Insurance executive) as the new executive director of its Policy and Advice Division.  Ms Roberts will take up the position on 4 May

Financial Services Navigation Show below Hide below

  • ASIC sends a 'message to reporting entities to ensure compliance with their reporting and monitoring obligations under the ASIC Rules'  
  • Incentivising business to deliver 'better social outcomes': The CBA has announced that it has signed a $400 million 'three-year bilateral sustainability-linked loan' with Wesfarmers
  • A Californian regulator has found BNPL services provided by Afterpay are 'illegal loans'.  Though Afterpay 'rejects' this assessment, it has agreed to pay $1.5mto settle the allegations
  • Societe Generale Securities Australia Pty Ltd has been charged with breaching client money obligations
  • The ABA says the banking industry is 'well prepared for the impacts of COVID-19' and stands ready to support customers impacted
  • APRA has announced a revised implementation timeline for its new data collection solution APRA Connect
  • In Brief | In response to the continuing uncertainty caused by COVID-19, the RBNZ says that it will delay the start date of increased capital requirements for banks by 12 months to 1 July 2021. 'Should conditions warrant it next year, the Reserve Bank will consider whether further delays are necessary'

Accounting and audit Navigation Show below Hide below

  • United Kingdom | More aggressive stance? The FRC has announced corrections to Galliford's accounts 
  • United States | General Electric will reportedly retain KPMG as its auditor for another year, extending a more than century old relationship

Risk management Navigation Show below Hide below

COVID-19

  • New business relations unit on COVID-19 established within Treasury 
  • The Insurance Council of Australia has reportedly declared an 'insurance catastrophe'
  • The AIST has cancelled the Conference of Major Super Funds (CMSF) because of COVID-19
  • Next parliamentary sitting expected to be 'scaled back'?
  • Event CEO and board to receive reduced pay in response to the impact of COVID-19 
  • Raising wages and putting on extra staff: The FT reports that Amazon is (temporarily) scaling up to deal with increased demand as consumers stock up
  • Telecommunications companies have reportedly formed a working group to coordinate the sector's response to COVID-19
  • HM Treasury and the Bank of England have announced a COVID Corporate Financing Facility to provide additional help to firms weather the disruption to their cash flows 
  • COVID-19 Risk: Petroleum Ltd CEO and Managing Director Leon Devaney has written to shareholder to reassure them that the company is well placed to weather the threat
  • In Brief | The Queensland government has announced it will create a new A$500 million loan facility, interest free for the first 12 months, to support businesses to keep people in work and extend the coronavirus payroll tax deferral to all businesses across the state.  Separately, the NSW government announced a $2.3bn stimulus package, which includes $700 million in extra health funding and $1.6 bn in tax cuts to support jobs
  • In Brief | The Australian reports that the Federal Government is set to announce a major business package targeted at saving jobs and propping up the aviation, tourism and hospitality sectors

Climate Risk

  • Independent MP Zali Steggal says she will defer the introduction of the Climate Bill due to COVID-19

Corporate misconduct and liability Navigation Show below Hide below

  • United Kingdom | New annual 'economic crime levy' to be introduced

Restructuring and insolvency Navigation Show below Hide below

  • In Brief | PwC to petition the Treasurer to temporarily relax insolvency laws? The AFR reports that PwC has suggested that temporarily relaxing the liabilities faced by directors (personal liability for trading while insolvent) could be a way of adding to the support being provided by the business community, by the government’s stimulus measures and by the banks during the COVID-19 downturn.  'What we don’t want is directors feeling that personal liability and pulling the trigger [placing the business in administration/liquidation] too early, or pulling the trigger at all', PwC's Stephen Longley is quoted as saying

Other news Navigation Show below Hide below

  • In Brief | The Federal Court has ruled that Treasurer Josh Frydenberg is eligible to sit in parliament.  In finding that the petitioner’s submission should be rejected their Honours Allsop CJ, Kenny and Robertson JJ said that 'in short, there is no evidence to support it; it is either contrary to or unsupported by the evidence of Hungarian law as to the position of the Strausz family in 1949 upon leaving Hungary; and it depends upon assertion and metaphor made and drawn from unstated premises rooted in argument, rather than evidence'

Receive Governance News in your inbox.

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

Contact

Tags

eyJhbGciOiJIUzI1NiIsInR5cCI6IkpXVCJ9.eyJuYW1laWQiOiJhZDhlMDMxZS01Y2VjLTRlMWMtOGU3OC02ZjBmZmRjNGE3NzkiLCJyb2xlIjoiQXBpVXNlciIsIm5iZiI6MTczMDYxMzI3NiwiZXhwIjoxNzMwNjE0NDc2LCJpYXQiOjE3MzA2MTMyNzYsImlzcyI6Imh0dHBzOi8vd3d3Lm1pbnRlcmVsbGlzb24uY29tL2FydGljbGVzL2dvdmVybmFuY2UtbmV3cy0xOC1tYXJjaC0yMDIwIiwiYXVkIjoiaHR0cHM6Ly93d3cubWludGVyZWxsaXNvbi5jb20vYXJ0aWNsZXMvZ292ZXJuYW5jZS1uZXdzLTE4LW1hcmNoLTIwMjAifQ.WXVtm7C_3uQcrzfSrZdf8AoIwi3Ezf4hKmZRfEWtwbY
https://www.minterellison.com/articles/governance-news-18-march-2020