Governance News 3 September 2018

60 minute read (PDF download)  02.09.2018 Mark Standen, Siobhan Doherty, Kate Hilder

This issue includes (among other things): an overview of the findings of ASIC's latest report on corporate finance regulation for H1 2018 including the regulator's key priorities for the next six months; and separately a summary of the findings of ASIC's review into the sale of direct life insurance products.

 

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https://www.minterellison.com/articles/governance-news-2018-september-3

Diversity Navigation Show below Hide below

  • Room to improve?  New research from the University of Sydney has found that though many women have positive experiences in the investment management sector, sexual harassment/unequal treatment remains an issue and lack of flexibility remains a barrier for some.  

Remuneration Navigation Show below Hide below

  • UK shareholders 'show their teeth': Significant shareholder revolts at FTSE firms jumped by over 25% in the year to 31 July, according to research by the Investment Association. 
  • United Kingdom | Shareholder revolt at Royal Mail: 70% of Royal Mail shareholders have reportedly rejected the company's remuneration report over new CEO's increased pay.  
  • The AFR reports that newly listed fund manager Evans Dixon has paid 36% of underlying earnings in its first year to its top executives and board ($18.1m).  

Shareholder activism Navigation Show below Hide below

  • In Brief | The BBC reports that under pressure from activist board member Nelson Peltz to attract millennial shoppers, Procter & Gamble has reportedly applied to trademark various digital acronyms including LOL, NBD and WTF with a view to using them for future marketing purposes.

Other shareholder news Navigation Show below Hide below

  • Corporate Governance with 'Chinese Characteristics': A new report from the Asian Corporate Governance Association gives an overview of corporate governance in China, including the findings of research into the differing perceptions of Chinese corporate governance from the perspective of China listed companies vs foreign institutional investors.   

Disclosure and reporting Navigation Show below Hide below

  • ASIC action to enforce compliance with requirements around the use of restricted terms: ASIC has publicly named a financial advice firm for failing to comply with their obligations under s923A of the Corporations Act.  
  • United States | Transamerica have agreed to pay $97.6 million in penalties and disgorgement to settle SEC allegations of misconduct related to faulty investment models/disclosure of the errors in those models. 

Markets and exchanges Navigation Show below Hide below

  • In Brief | SEC has announced further delays to the implementation of the Consolidated Audit Trail (CAT).  The project is now expected to be rolled out in phases starting in November and ending in November 2021 (the project was due to be completed by November 2019).  SEC has requested that stock and options exchanges to work together with industry members to complete the trading data base as 'promptly as practicable'.  

Short and long-termism Navigation Show below Hide below

  • In Brief | Move to 6 monthly reporting as opposed to quarterly reporting?  The WSJ reports that President Trump has asked SEC to investigate moving to 6 monthly as opposed to quarterly reporting.  According to The WSJ, investors and executives are divided on the possible move with some firms arguing the move would facilitate a longer-term focus and some investors concerned that it would result in less transparency.   

Regulators Navigation Show below Hide below

Australian Prudential Regulation Authority (APRA)

  • APRA 2018-2022 Corporate Plan: broadening risk-based supervision and improving data-enabled decision making among the regulator's six strategic objectives. 

Australian Securities and Investment Commission (ASIC)

  • Top Story | ASIC report on corporate finance regulation H1 2018: Disclosure, including disclosure of climate risk among the areas of focus for the regulator over the next six months.

Australian Competition and Consumer Commission (ACCC)

  • Changes needed to business-to-business unfair contract term law according to ACCC Chair Rod Sims.  

Financial Services Navigation Show below Hide below

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

  • Financial Services Royal Commission Round 6 Insurance Hearings: Schedule of topics and case studies released.  
  • Treasury background paper 27: Treasury has flagged plans to review product disclosure requirements for general insurers.  

Insurance

  • Top Story | ASIC's review into the sale of direct life insurance products has found that sales practices and product design are leading to poor consumer outcomes.  The regulator has called on industry to improve, or face possible enforcement action. 
  • APRA has released guidance for general insurers to complete reporting.  Among other things, APRA provides guidelines for explaining data, noting that 'APRA will not accept an entity’s explanation of data that is insufficient, inaccurate or incomplete'.

Superannuation

  • In Brief | Superannuation reforms: The AFR reports that a Bill that would have mandated new independent director requirements for superannuation boards has been abandoned by the Government for lack of support, but that the passage of the Protecting your Super Bill looks certain following the revelations at the Financial Services Royal Commission.   
  • In Brief | APRA has released quarterly superannuation performance statistics and quarterly MySuper statistics for June 2018: As at 30 June 2018, superannuation assets totalled $2.7 trillion (an increase of 7.9% from $2.5 trillion in June 2017). Total assets in MySuper products totalled $675.6 billion at the end of the June 2018 quarter (an increase of 13.6% from June 2017).  There were $34.1bn of contributions in the June 2018 quarter, down 16.7% from the June 2017 quarter ($40.9bn).  Total contributions for the year ending June 2018 were $109.4bn.  

Other Developments

  • No more volume based commissions for mortgage brokers: The Combined Industry Forum has released an interim report on progress towards implementing reforms of remuneration and governance practices across the mortgage broking industry.
  • Consumer credit | ASIC review has found that reverse mortgages are allowing older Australians to achieve their immediate financial goals, but that 'lenders can do more to improve long-term customer incomes': Report 586 Review of Reverse Mortgage Lending in Australia released.
  • In Brief | APRA to approve three new banks? The AFR reports that the Australian Prudential Regulation Authority (APRA) is preparing to approve three new banks: Volt Bank, 86400 and Judo Capital following the streamlining of application procedures.  Though timing of APRA approval is uncertain, there is a 'prospect' that the challenger banks will be operating under unrestricted licences by the end of the year, the AFR writes.

Accounting and audit Navigation Show below Hide below

  • United Kingdom | The FT reports that the ICAEW is considering a proposal to place temporary limits on the number of listed audit clients the Big Four accounting firms can have as a way of staving off a formal competition review.  
  • United Kingdom | Grant Thornton fined £3,000,000 for audit misconduct: The FRC has announced sanctions against Grant Thornton, a former senior partner and three executives following admissions of misconduct in relation to the audits of Nichols Plc and the University of Salford over 4 years. 
  • In Brief | SMSF audits: BDO partner Paul Rafton has reportedly written to Federal Treasurer Josh Frydenberg and Assistant Minister for Treasury and Finance Zed Seselja outlining his concerns around the proposal to increase the SMSF audit cycle to three years warning that if implemented the proposal could mean it could take close to five years before a breach is detected in an SMSF.  
  • In Brief | Royal Commission into audit? Accountants Daily reports that one association body (Institute of Certified Management Accountants (ICMA)) is calling for a royal commission into the auditing profession, citing lack of independence and expertise leading to a number of examples of poor corporate behaviour.

Risk management Navigation Show below Hide below

Supply Chain Risk

  • In Brief | ACCC has reauthorised the Homeworkers Code of Practice — the Code for the ethical treatment of clothing workers — for a further ten years. The Code imposes obligations on participants in the supply chain to demonstrate that they provide award wages and conditions to textile, clothing and footwear workers.  The ACCC states that it 'considers that the Code is an important tool for incentivising businesses to observe their obligations to vulnerable workers in the TCF industry and take steps to manage legal and reputational risks in their outsourced supply chains'.

Technology

  • Trust and regulatory uncertainty the top two barriers to blockchain adoption globally according to PwC report.

Other Developments

  • United States | SEC has announced that Legg Mason has agreed to pay $33m to settle charges in connection with payment of bribes to Libyan officials.

Other news Navigation Show below Hide below

  • In Brief | A new Productivity Commission Report has found that inequality has risen slightly in Australia over the past 30 years, and some Australians experience 'entrenched economic disadvantage,' but overall that sustained economic growth over the period has delivered significantly improved living standards for the average Australian.   

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

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https://www.minterellison.com/articles/governance-news-2018-september-3