Governance News 21 May 2018

45 mins  20.05.2018
Governance News provides weekly summaries of key regulatory and governance developments in Australia and overseas.

Full coverage of this weeks content is now available. You can also access past editions.

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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-21-may-2018

Diversity Navigation Show below Hide below

  • United States | EY Centre for Board Matters' annual analysis of independent director skills/qualifications has found boards are increasingly appointing younger directors, directors with no past CEO experience and directors with accounting and finance skills.
  • 'Speak up' culture driving change? Amazon has reportedly committed to interviewing at least one woman or minority for every open position on the board going forward.
  • United States | Highly adept at conquering 'glass cliffs': How black female business leaders have overcome the barriers to advancement.
  • In Brief | The federal government has outlined how it will spend $4.5 million to encourage more women and girls to pursue a career in STEM. Funding will go towards a 10 year plan, a new women in STEM ambassador and a toolkit for teachers and parents.
  • In Brief | Nikkei Asian Review reports that Japan is moving to boost low female representation in politics by passing a law encouraging parties to voluntarily field more women candidates. The legislation has reportedly already cleared the lower house.

Remuneration Navigation Show below Hide below

  • United Kingdom | Evidence that UK shareholders are increasingly willing to vote against executive pay? The FT writes that a number of UK companies have faced 'shareholder revolts' over executive pay packages at recent AGMs.

Shareholder activism Navigation Show below Hide below

  • Victory for activists Carl Icahn and Darwin Deason at Xerox: Xerox has reportedly agreed to call off the merger with Fujifilm, replace CEO Jeff Jacobson and appoint activist representatives to the board.

Institutional shareholders and stewardship Navigation Show below Hide below

  • Top Story | ACSI has released the first Australian stewardship code for asset owners
  • 'Akin to a dictatorship'? CalSTRS has called on Mark Zuckerberg to end Facebook's dual class share system or at least to nominate timeline to do so.
  • Do index providers have a role to play, and more particularly, does MSCI have a role to play in disincentivising dual-class structures? CII argues that it should. 

Other shareholder news Navigation Show below Hide below

  • In Brief | Following the release of proposed changes to the ASX Corporate Governance Principles and Recommendations for consultation, the ASX will conduct a national road show in June to inform listed entities and other interested stakeholders about the changes, and foreshadowing important changes to the Listing Rules due to be released for consultation later in the year.
  • In Brief | The Association of Chartered Certified Accountants (ACCA) has released a report: Tenets of Good Corporate Governance which highlights the link between strong governance practices and long term prosperity of both companies and the community.
  • In Brief | The Norwegian Corporate Governance Board (NUES) is consulting on proposed changes to the Norwegian Code of Practice for Corporate Governance (Governance Code). The proposed changes stem from legislative and regulatory changes, international developments, and issues that have arisen through the Code’s use. As further changes are expected to be made to Norway's legislation in areas including financial reporting, auditors, and shareholder rights as a result of EU legislation, the proposed changes have not been made in these areas, nor has change been made to the commentaries accompanying the code. Consultation closes on 11 June 2018.

Meetings and proxy advisers Navigation Show below Hide below

  • United Kingdom | Proxy adviser Glass Lewis has advised shareholders against voting for the reelection of Chair Roberto Quarta at the upcoming WPP AGM.
  • United Kingdom | Unusual result: Shareholders have voted against the resolution to reelect the external auditors (Deloitte LLP) at the SIG plc AGM. Shareholders voted 108,962,143 (For); 395,827,122 (Against); and 371,198 (Withheld). The Times reports that the FRC is looking at Deloitte's role in the alleged accounting issues (eg exaggerated profits) at SIG and adds that it may open an investigation into the firm.

Regulators Navigation Show below Hide below

Australian Securities and Investments Commission (ASIC)
  • Top Story | ASIC Chair James Shipton's address to the ACSI annual conference: ASIC to apply a new supervisory focus on the largest financial institutions and superannuation funds in light of the 'trust deficit' in the financial sector.
  • ASIC is consulting on its proposed approach to approving and overseeing compliance schemes for financial advisers.
  • ASIC is reviewing its regulatory approach to short selling: A number of proposals relating to short both naked and covered short selling have been released for consultation.
Australian Prudential Regulation Authority (APRA)
  • Top Story | Outcomes of APRA thematic review of superannuation board governance practices released.
  • APRA has released quarterly private health insurance statistics for March 2018.
The Australian Competition and Consumer Commission (ACCC)
  • Higher penalties for cartel conduct on the way? The Full Federal Court has ordered Japanese company Yazaki Corporation (Yazaki) to pay increased penalties of $46 million for cartel conduct (original penalty was $9.5m), following an appeal by the ACCC. The ACCC notes that this is the highest penalty ever handed down under the Competition and Consumer Act (2010).
Other Developments
  • United Kingdom | Climate change is a core financial risk and the transition to thinking about it in this light needs to be completed soon if larger risks are to be avoided according to the Bank of England (BoE) Executive Director, International Banks Supervision Sarah Breeden.
  • Ireland | The Charities Regulator has announced it will publish a governance code for charities later this year.

 

Corporate social responsibility and sustainability Navigation Show below Hide below

  • State Street Corporate Social Responsibility Report 2017 released: State Street has pledged to reduce its greenhouse emissions by 30% by 2025.

Financial Services Navigation Show below Hide below

  • Top Story | First case brought by the FCA and PRA under the SM&CR: The regulators jointly fined Barclays CEO Mr James Staley £642,430 for breach of individual conduct rule 2 and Barclays has agreed to additional reporting requirements regarding whistleblowing systems and controls.
  • Hong Kong | The Securities and Futures exchange has issued an update on the implementation of the Manager-In-Charge regime (MIC) and highlighted areas on which it will focus when assessing the 'fitness and properness' of licensees and applicants.
  • Consultation on phase 1 of the 'Retirement Income Framework': Progressing reforms announced in the 2018-2019 Federal Budget, the government in consulting on the principles the government proposes to implement in legislating the retirement income covenant.
  • In Brief | KPMG's Super Insights Report 2018 predicts that half of Australia's superannuation funds will merge with larger funds or exit the system in the next ten years and that funds will also evolve to provide banking, aged care and other services.
  • In Brief | An IFA survey of 1,456 financial advisers has found that the majority of financial advisers (47.9%) view the approach taken by the Financial Services Royal Commission as 'too lenient', while 41.2% expressed the view that 'it has been fair'. Only 10.9% of respondents indicated that the commission has been 'too harsh'. The IFA concludes from this that despite the fact that the commission may result in significant further reform of the financial advice model (with implications for financial advisers) most advisers are supportive of the line the commission is taking.

Accounting and audit Navigation Show below Hide below

  • United Kingdom | The Work and Pensions and BEIS Committees have released their report into the collapse of Carillion plc. Among other things the report recommends that KPMG, EY, PwC and Deloitte should be referred to the Competition Authority for possible break up.
  • New code of ethics: The Accounting Professional and Ethical Standards Board (APESB) has released a proposed update to the code of ethics following changes in international standards.

Risk management Navigation Show below Hide below

Cybersecurity
  • Greater impact than initially disclosed? The Equifax data breach reportedly impacted more customers than initially disclosed.
  • In Brief | Facebook has reportedly suspended 200 apps as the investigation into data misuse following the Cambridge Analytica continues. It has not yet been established that the apps in question actually abused the data.
Other Developments
  • In Brief | The Hong Kong Securities and Futures Commission (SFC) has announced it has 'reprimanded and fined' Citigroup Global Markets Asia Limited (Citi) $57 million after resolving concerns with Citi over its discharge of duties as a sponsor in relation to the listing application of Real Gold Mining Limited (Real Gold).
  • In Brief | United Kingdom: An ad hoc post-legislative scrutiny committee, to be chaired by former Supreme Court Justice Lord Saville of Newdigate has been set by the House of Lords to consider the Bribery Act 2010 UK. The committee will explore whether the Act has achieved its objectives in terms of convictions and awareness of the Act among small and medium sized enterprises. The Committee will report by 31 March 2019.

Restructuring and insolvency Navigation Show below Hide below

  • Do the proposed insolvency reforms go too far? Holding directors personally liable for company GST debt is asking directors to take on too much risk, The Australian argues.

Other news Navigation Show below Hide below

  • The Joint Standing Committee on Electoral Matters has recommended a referendum on s44 though according to media reports, the government has ruled out this option.
  • In Brief | The government is consulting on plans to strengthen commonwealth procurement processes in line with the 2018-2019 Federal Budget announcement and building on the recommendations of the Black Economy Taskforce. Consultation on the proposed process will close on 15 June.

Full coverage of this weeks content is now available. You can also access past editions.

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https://www.minterellison.com/articles/governance-news-21-may-2018

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