Governance News 2 March 2022

60 minute read + (PDF download)  02.03.2022 Mark Standen, Siobhan Doherty, Kate Hilder

This week's issue again has a strong ESG risk focus and includes coverage of various developments which taken together give some indication of the growing pressure on companies to live up to their climate commitments in particular, including with respect to transition planning and indirect climate lobbying activity.  In addition, this issue includes coverage of several other key ESG, risk, regulatory and financial services developments.  

Full coverage of this weeks content is now available.

Past issues are available

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https://www.minterellison.com/articles/governance-news-2-march-2022

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

Diversity Navigation Show below Hide below

  • Board gender diversity: New report finds women hold 26.7% of Russell 3000 boards seats as at Q4 2021
  • Key Takeaways from the first FTSE Women Leaders Review

Remuneration Navigation Show below Hide below

  • Pushing for accountability: Report finds shareholder opposition to CEO pay increased in 2021 reflecting concern over 'questionable pay practices'
  • Freeze on former Barclays CEO's unvested awards to continue, (probably) until the outcome of regulatory investigations into his relationship with the late Jeffrey Epstein are known

Shareholder Activism Navigation Show below Hide below

  • Climate lobbying: Why not suspend membership? ACCR questions Rio Tinto's decision to remain a member of 'pro-coal' industry groups
  • Credit Suisse (conditionally) rules out funding of new thermal coal projects, Market Forces has welcomed the move
  • Not in line with 2021 commitments to shareholders? HSBC announces interim goals for cutting oil and gas emissions, ShareAction has raised concerns about the 'credibility' of the bank's approach
  • Australian shareholder groups call on companies and superfunds to respond to Russia's invasion of Ukraine
  • McDonalds under pressure over the treatment of pigs, Carl Icahn pushes for two board seats and new commitments from the company

Institutional Shareholders and Stewardship Navigation Show below Hide below

  • PLSA's revised Stewardship and Voting Guidelines include strengthened expectations around climate risk management/disclosure, executive remuneration and diversity
  • Investors and companies announce plans to divest Russian holdings

Meetings and Proxy Advisers Navigation Show below Hide below

  • Canadian Securities Administrators have released updated guidance for issuers on holding electronic shareholder meetings
  • Top ESG issues in Australia heading into 2022? ISS flags protection of Indigenous cultural heritage, greenwashing and ensuring a just transition as key issues

Disclosure and Reporting Navigation Show below Hide below

  • Desire for disclosure is at a critical mass': Poll of US public finds strong support for the introduction of mandatory climate disclosure requirements
  • Science Based Target Initiative's new CEO to lead governance review

Regulators Navigation Show below Hide below

  • Climate risk self-assessment survey: APRA provides details
  • In Brief | Outgoing ACCC Chair Rod Sims has given a speech outlining a ten point 'microeconomic reform agenda' to 'improve productivity and prosperity of all Australians'. Among other things, Mr Sims flags strengthening consumer protections in existing laws and merger law reform (including the introduction of a formal merger approval regime) as key issues

Financial Services Navigation Show below Hide below

  • Top Story | Foreign licensing exemption bill in Parliament
  • Top Story | Business Interruption Insurance for COVID-19: The Law Two Years On
  • Hayne implementation: ASIC consults on proposed updates to Regulatory Guide 263 Financial Services and Credit Panel (RG 263)
  • CCIV/Retirement Income Covenant Bill now law
  • $450 SG income threshold abolished: Treasury Laws Amendment (Enhancing Superannuation Outcomes For Australians and Helping Australian Businesses Invest) Bill 2021 now law
  • QLD/NSW Floods: ICA declares insurance 'catastrophe', too soon to provide an estimate of claims costs
  • QLD/NSW floods: ASIC has announced a streamlined process to enable insurers to provide consumers with cash more quickly in emergency situations
  • CDR expansion: Minister says that the further expansion of the CDR is key to the government's plan for making Australia a 'top 10 digital economy and society by 2030'
  • In Brief | Following the acquisition of ME Bank by the Bank of Queensland (BOQ) in July 2021, and the transfer of ME Bank's banking assets/liabilities to BOQ, APRA has revoked ME Bank's ADI licence under the Banking Act 1959 (as requested by ME Bank)

Risk Management Navigation Show below Hide below

Cybersecurity, Data and Privacy
  • Human error still a major cause of data breaches according to OAIC's latest notifiable data breaches report
  • ACCC consults on potential options for increased regulation of digital platforms
  • In Brief | The government has announced that Treasury will conduct the 12 month review of the operation of the News Media and Digital Platforms Mandatory Bargaining Code and its governing legislation which came into effect on 3 March 2021. Treasury has been asked to provide its report to the government by the end of September 2022
  • In Brief | Treasury and the Data Standards Body have released a discussion paper seeking views on the appropriate scope and application CDR rules and standards to implement the CDR in the telecommunications sector. The government intends to consult separately on draft rules/standards (once they have been developed) 'at a later stage'. The due date for submissions is 29 March 2022
Climate Risk
  • IPCC landmark report cautions that the window for climate action is narrowing
  • In Brief | NSW government rules out commercial offshore exploration and mining: In a statement, the NSW government has said that it 'will not support commercial applications for offshore mineral, coal, or petroleum exploration or mining, in or adjacent to, NSW coastal waters'. However, 'exploration and the potential mining of sand will remain an option' in order to 'address coastal erosion and restore sand to beaches'
Other Developments
  • Parliamentary Workplace Reform (Set the Standard Measures No 1) Bill 2022 now law
  • Responding to Recommendations 43 and 87 Aged Care Royal Commission: Productivity Commission tasked with conducting an inquiry into unpaid carer's leave, and a study into employment in the aged care sector
  • In Brief | Modern Slavery: The WA government has formally advised the Commonwealth that WA supports Australia ratifying the International Labour Organisation Protocol of 2014 to the Forced Labour Convention on the basis that doing so would 'contribute to the global fight against modern slavery, particularly in the Asia-Pacific region'. This follows the passage of the Industrial Relations Legislation Amendment Act 2021 (WA) which (according to the WA government's statement) brings WA law into alignment with the ILO Protocol
  • In Brief | The European Commission has adopted a proposal for a Directive on corporate sustainability due diligence that will require companies to 'identify and, where necessary, prevent, end or mitigate adverse impacts of their activities' on human rights and the environment. Directors will also be required to take human rights, climate change and sustainability into account into their decision making. Pending approval by the European Parliament and the Council, member states will have two years to transpose the Directive into national law

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https://www.minterellison.com/articles/governance-news-2-march-2022

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