Governance News 19 November 2018

60 mins  18.11.2018 Mark Standen, Siobhan Doherty, Kate Hilder
Governance News provides weekly summaries of key regulatory and governance developments in Australia and overseas.  This week's issue includes (among other things) an update on the progress of the government's superannuation reforms following the Assistant Treasurer's commitment to progressing five Bills, an overview of the latest WGEA findings on progress towards gender equality in Australia and separately, the findings of the third UK Hampton Alexander Review progress update and the details of APRA's enforcement review and policy priorities for 2019.  

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

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https://www.minterellison.com/articles/governance-news-19-november-2018

Boards and directors Navigation Show below Hide below

  • United States | Board refreshment is a priority but the pace is slow: The latest annual SSBI board index has found gender diversity and the acquisition of digital skills are key priorities for S&P 500 boards, but that the pace of change is slow due to the very low rates of board turnover.  

Diversity Navigation Show below Hide below

  • United Kingdom | Third annual Hampton-Alexander Review update released: on track to achieve the 33% female board/senior management representation target in the UK's largest companies, but outside the FTSE 100 the female appointment rate would need to increase to 50% for the target to be reached.
  • The government has announced $3.6m in funding for a new program intended to better equip and encourage young women to become entrepreneurs
  • Diversity at Microsoft is improving? Fortune reports that Microsoft has released diversity figures showing (small) increases in the number of women and minorities across all levels of the company.

Remuneration Navigation Show below Hide below

  • Top Story | The gender pay gap is narrowing in Australia: Workplace Gender Equality Agency (WGEA) data shows that the gender pay gap has declined every year over the past five years due to positive employer action on the issue.
  • United Kingdom | Mandatory reporting does appear to be having a positive impact on narrowing the gender pay gap so is it time to broaden reporting requirements to include ethnicity and disability? 

Other shareholder news Navigation Show below Hide below

  • United Kingdom | The Wates Corporate Governance Principles for Large Private Companies will be officially launched on 12 December  

Meetings and proxy advisers Navigation Show below Hide below

  • 45.46% 'first strike' against the remuneration report at Goodman Group despite strong financial performance 

Disclosure and reporting Navigation Show below Hide below

  • Consultation on changes to reporting requirements: An estimated 2200 companies will no longer be required to lodge a financial report, a director's report or an auditor's report with ASIC each financial year under proposed changes 
  • In Brief |  Myer shares are in a trading halt until 20 November.  This follows an AFR report which suggested that undisclosed quarterly sales figures indicate the company may be in breach of its continuous disclosure obligations.  Myer issued a statement to the market confirming that 'The Company is well aware of its continuous disclosure obligations and confirms it is in compliance with them' prior to requesting the pause in trading.
Other Developments
  • United States | Snap Inc is reportedly under investigation by SEC and the DOJ in relation to its 2017 IPO disclosure 
  • In Brief | No justification for companies not to disclose political spending to shareholders?  A recent post on Harvard Law School Forum (to which SEC Commissioner Jackson contributed prior to joining the SEC) makes the case for SEC to act on a controversial rulemaking petition urging it to make rules requiring disclosure of political spending (which has attracted over 1.2 million comments since its submission seven years ago).  

Short and long-termism Navigation Show below Hide below

  • In Brief | BlackRock continues to see long-term potential in tech stocks: The AFR reports that despite other investors pulling back from the technology sector, a Bank of America Merrill Lynch Survey has found that BlackRock continues to see 'significant growth potential' in the sector. 

Regulators Navigation Show below Hide below

  • Top Story | APRA has released the terms of reference for its enforcement review 
  • Top Story | APRA Deputy Chair has outlined APRA's priorities for 2019: Consultation on the development of a formal prudential framework for 'recovery and resolution' among the key priorities for 2019
  • Alignment of capital requirements for life and general insurers with new accounting standard: APRA has outlined its planned approach for integrating accounting standard (AASB 17 Insurance Contracts) into the capital and reporting framework for Life and General Insurers 
  • Minimum capital requirements may increase for private health insurers?  APRA review of the capital standards for private health insurers
Overseas Developments
  • Canada | Streamlined oversight of Canadian financial markets?  The Supreme Court of Canada has unanimously upheld the constitutionality of a proposal to implement a national cooperative capital markets regulatory system to be overseen by a new regulator.  Bloomberg writes that five provinces including Ontario, are supportive of the move, which is intended to streamline oversight of financial markets by replacing the existing patchwork of regulations. 

Corporate social responsibility and sustainability Navigation Show below Hide below

  • Corporate Human Rights Benchmark releases 2018 ranking of 101 companies on human rights performance 
  • In Brief | The CBA will reportedly source most of its power from renewable energy by next year and commit to 100% renewable energy by 2030 as part of broader a commitment to a low-carbon future.  Reportedly, CBA executive general manager, group property, Jennifer Saiz said the move is not purely about being a good corporate citizen but is also a good financial one. 

Financial Services Navigation Show below Hide below

Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry (Financial Services Royal Commission)

  • Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry (Financial Services Royal Commission)
  • The Senate Economics References Committee has released its report into the regulatory framework for the protection of consumers in the banking, insurance and financial services sector.  Among other things, the Committee recommends that the Financial Services Royal Commission be granted additional time to report.

Other Developments

  • Top Story | Superannuation Reform Bills update: Assistant Treasurer Stuart Robert has confirmed the government's intention to push forward with superannuation reform Bills. 
  • The CDPP and the Federal Court to receive additional funding: The Treasurer has announced $51.5m in additional funding for the prosecution of misconduct by financial institutions expected to arise from ASIC's increased enforcement activity 
  • Draft Life Insurance Code released for consultation: The FSC is consulting on a revised code of conduct for life insurers.  Consultation will close 12 January 2019.  The proposed commencement date for the new code is 1 July 2019.
  • Update ASIC responsible lending enforcement action: Westpac's $35m responsible lending law settlement with ASIC has been rejected by the Federal Court for lack of specificity
  • The government has announced the creation of a $2 billion Australian Business Securitisation Fund intended to increase access tom and lower the cost of, funding for small businesses 
  • Update on the senate inquiry into provision of credit to vulnerable customers: CALC's submission to the Senate Inquiry into credit and financial services targeted at Australians at risk of financial hardship calls for immediate law reform to address consumer harm 
  • Successful NDIS blockchain payments trial a strong indication that the technology could potentially be used in future to streamline/improve the payment process?

Overseas Developments

  • United States | Know your customer? US banks are reportedly looking at ways to access government databases at state departments of motor vehicles and other government offices to make sure potential customers are who they say they are.
  • United States | Proposed loosening of financial regulation in doubt following the mid-term US elections? 
  • In Brief | The FT reports that Olli Rehn, governor of Finland’s central bank and a member of the European Central Bank’s governing council, has said that European financial regulators are discussing whether to supervise big technology companies more closely in response to recent moves into financial services by groups such as Amazon and Google.  

Accounting and audit Navigation Show below Hide below

  • United Kingdom | The FRC has announced 2019/20 audit thematic reviews, priority sectors and audit areas of focus.  

Risk management Navigation Show below Hide below

Cybersecurity

  • New global cyber-risk initiative: The Paris Call for Trust and Security in Cyberspace was launched on 12 November with the aim of developing a system of tighter regulation of global technology companies.  
  • Global Commission on the Stability of Cyberspace (GCSC) has introduced six new 'norms' to promote 'the peaceful use of cyberspace'

Climate Risk

  • In Brief | The AFR reports that 16 of the world's biggest insurers, including IAG and QBE, have launched an initiative with the United Nations to develop new risk assessment tools to better respond to the impacts of climate change.  Though the initiative is aimed at responding to, rather than preventing climate change, limiting global warming is viewed as important to safeguarding the future of the insurance industry.  IAG has reportedly said that failure to reduce greenhouse gas emissions could result in a world that is 'pretty much uninsurable', with poorer communities likely to bear the brunt of the effects.

Other Developments

  • In Brief | The WSJ reports that Wells Fargo has ended its investigation into alleged gender bias in its wealth management unit having concluded that 'there is unequivocally no gender bias' in the division.  The WSJ comments that the allegations and subsequent investigation are an indication of the extent to which the #MeToo movement has become integrated into a broader discussion about whether women are being fairly promoted into senior roles in a variety of industries, including finance. 

Restructuring and insolvency Navigation Show below Hide below

  • ASIC has released its annual report on corporate insolvencies 2017-2018: Small to medium size corporate insolvencies 'dominate external administrators’ reports' ASIC found.
  • In Brief | The World Bank Insolvency Rankings: Japan is ranked 1st, Finland is 2nd and the US is 3rd in the World Bank Insolvency Rankings.  The UK remains ranked 14th and Australia is 20th.  

Other news Navigation Show below Hide below

  • A draft Brexit deal?  A provisional treaty has been agreed between the UK and Brussels and has been approved by the UK cabinet, but media reports suggest it is ultimately unlikely to go forward given the apparent political uncertainty/lack of support in the UK

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Past issues are available

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https://www.minterellison.com/articles/governance-news-19-november-2018

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