Governance News 20 March 2019

60 minute read (PDF download)  19.03.2019 Mark Standen, Siobhan Doherty, Kate Hilder

This week's issue includes (among other things) a summary ISS' trends report on the 2018 AGM season and a write up from Sarah Barker on new developments impacting climate change risk as well as coverage of developments in relation to implementation of the Hayne Commisson's recommendations.

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

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https://www.minterellison.com/articles/governance-news-20-march-2019

Remuneration Navigation Show below Hide below

  • On track for a third year of record CEO pay?  The WSJ reports that many S&P 500 CEOs received pay rises in 2018 that lifted their pay to $1m per month 

Shareholder activism Navigation Show below Hide below

  • Reporting on customers' emissions a step too far?  Rio Tinto has recommended shareholders vote against a shareholder climate resolution at the upcoming AGM 

Meetings and proxy advisers Navigation Show below Hide below

  • Top Story | ISS report on themes to emerge from the Australian 2018 AGM season: The record level of shareholder dissent against remuneration reports and the reasons behind it is the key focus of much of the report
  • United States | As You Sow Proxy Preview 2019 released: Climate change remains a key concern for investors

Regulators Navigation Show below Hide below

  • ASIC has published its tenth report on the regulation of corporate finance issues: The report outlines ASIC's key concerns and expectations regarding financial information presented in prospectuses, on-market buy-backs and expert valuations as well as providing an update on the work of ASIC's corporate governance taskforce
  • APRA capability review update | Terms of reference announced
  • APRA is considering 'naming and shaming' underperforming superannuation funds? 
  • APRA has cautioned against superannuation funds engaging in social activism (where it is contrary to the interests of members)? 
  • APRA has provided an update on its approach to risk-based capital requirements, loss-absorbing capacity (LAC) and non-financial risk projects 

Financial Services Navigation Show below Hide below

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

  • Implementation of Financial Services Royal Commission recommendation 1.15 (Enforceability of industry codes): Treasury has released a consultation paper seeking feedback on a range of questions in relation to how to implement Commissioner Hayne's recommendation to make industry codes more enforceable
  • ASIC's superannuation priorities: ASIC Commissioner Sean Hughes has outlined ASIC's priorities in implementing the recommendations of the Financial Services Royal Commission as they apply to the superannuation sector
  • NAB has released its response to Financial Services Royal Commission's Recommendations: NAB supports 72 (of 76) recommendations
  • No time to back-pedal on support for Commissioner Hayne's recommendations? ASIC Chair James Shipton has reportedly condemned anonymous suggestions by senior bankers in the press that tighter regulation will have negative impacts for business and for borrowers
  • In Brief | CBA wealth management update: CBA has said it is prioritising the implementation of the Financial Services Royal Commission recommendations, refunding customers and remediating past issues and has accordingly suspended preparations for the demerger in order to support the focus on these priorities
  • In Brief | Consultation on AFCA rules changes for legacy disputes: The Australian Financial Complaints Authority (AFCA) is consulting on proposed changes to its Rules to allow it to deal with eligible complaints about conduct dating back to 1 January 2008.  This expanded jurisdiction would operate for a period of 12 months from 1 July 2019.  It follows the recommendation by the Banking Royal Commission for AFCA to consider such legacy disputes.  Submissions are due 12 April.  It is anticipated that the amended Rules will be released in June 2019

Other Developments

  • The FSC has called on the federal government to take steps to address barriers to the rationalisation of substandard legacy products in the financial services sector in the upcoming federal budget
  • In Brief | Westpac wealth management update: Westpac has announced changes to its wealth strategy including exiting the provision of personal financial advice in favour of a referral model and changes to the executive leadership team.  'The changes we're announcing today are about focusing our investment where we have genuine competitive advantage and growth opportunities' Westpac Group CEO Brian Hartzer said

Accounting and audit Navigation Show below Hide below

  • In Brief | Opposing views? The AFR reports that there are opposing views as to the likely impact of recent revisions to the ASX Corporate Governance Principles and Recommendations in improving culture, and more particularly in the context of audit, in driving quality improvements

Risk management Navigation Show below Hide below

  • Top Story | New developments impact climate change related risks 
  • Poor remuneration practices are a key indicator of poor culture? 
  • More evidence that technological expertise at board level translates into value for shareholders? Citing an MIT study as evidence, the WSJ reports that companies with technology expertise on their boards outperform others 

Corporate misconduct and liability Navigation Show below Hide below

  • In Brief | The Treasury Laws Amendment (Strengthening Corporate and Financial Sector Penalties) Act 2019 received Assent on 12 March and has now commenced

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

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https://www.minterellison.com/articles/governance-news-20-march-2019