Governance News 22 May 2019

60 minute read  21.05.2019 Mark Standen, Siobhan Doherty, Kate Hilder

This week's issue: coverage of ASIC's consultation on proposed new Internal Dispute Resolution (IDR) standards and reporting requirements; an article highlighting the lessons from the Hayne Commission about how technology can be used to support compliance and improved customer experience.

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

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https://www.minterellison.com/articles/governance-news-22-may-2019

Boards and Directors Navigation Show below Hide below

  • Best path to an ASX200 board seat?  Boards are primarily looking for deep executive experience with a significant profit and loss responsibility 
  • United Kingdom | Worker directors appointed: Capita has appointed two employees (an accountant and a civil engineer) to its board to meet new UK Governance Code requirements

Diversity Navigation Show below Hide below

  • United States | 6.6% of Fortune 500 companies will be led by women from 1 June (a record high) 
  • Canada |  Progress to be made? 56.8% of boards in Canada include zero women according to a report from Statistics Canada

Remuneration Navigation Show below Hide below

  • Increased engagement with investors, including retail investors, on executive remuneration is now (reportedly) considered crucial according to certain prominent business leaders 
  • United States | Mismatch between CEO performance and pay? 
  • United Kingdom | 'We know this is slow but we are moving in the right direction':  The Bank of England says it has reduced the gender pay gap 1% since last year 

Shareholder Activism Navigation Show below Hide below

  • Legg Mason has reportedly reached agreement with activist Trian on board change
  • In Brief | Myer has announced the appointment of former Just Group executive Jacquie Naylor as a non-executive director effective 27 May.  The AFR comments that Ms Naylor's appointment follows criticism from activist Solomon Lew that the Myer board lacks retail expertise

Institutional Shareholders and Stewardship Navigation Show below Hide below

  • In Brief | Push for (among other things) ESG integration in the investment process: Japan's Government Pension Investment Fund Stewardship Activities Report 2018 identifies integration of environmental, social and governance considerations into the investment process as a key priority in fulfilling stewardship responsibilities 
  • In Brief | Will the distinction between ESG analysis and financial analysis continue to exist, in future?  Fidelity International emerging markets portfolio manager Alex Duffy, has reportedly questioned the relevance of the continued distinction between ESG (environmental, social, governance) analysis and financial analysis, arguing that 'you cannot separate the two'.  'I feel that the term ESG is going to be totally redundant in five years. Anyone that tells you they are an unsustainable investor which is the other side of the coin that doesn’t make any sense' he is quoted as stating

Meetings and proxy advisers Navigation Show below Hide below

  • United Kingdom | New transparency framework for proxy advisers: Proxy Advisers (Shareholders' Rights) Regulations 2019 to apply from 10 June 2019
  • United States | Is a 'draft review process' justified? The US National Investor Relations Institute has called on SEC to require proxy advisers to give companies opportunity to review (and correct) proxy reports before they are issued publicly 'to ensure that investors receive the most reliable proxy research'  

Regulators Navigation Show below Hide below

  • ASIC Annual Forum | ASIC Chair James Shipton has called on the financial sector to embrace the 'fairness imperative'  
  • Casenote | High Court decision Frugtniet v Australian Securities and Investments Commission: The AAT is subject to the same constraints as ASIC when reviewing ASIC banning decisions
  • In Brief | A panel of ASIC representatives has reportedly told the ASIC Annual Forum that ASIC's monitoring and in particular, use of new penalties, is expected to drive a cultural shift in the superannuation sector, Investor Daily reports 

Corporate social responsibility and sustainability Navigation Show below Hide below

  • Mixed scorecard?  ISS' annual global analysis of sustainability practices found that companies are steadily improving their ESG rating but that there is also a growing misalignment between corporate practices and stakeholder expectations with respect to ESG issues
  • In Brief | Investment in the workforce is one of the best financial decisions companies can make?  Freezing the salaries of 20 executives in order to raise worker pay, reportedly tripled the business of US home health care provider CareCentrix over five years.   Citing this in support, CareCentrix CEO John Driscoll makes the case for companies acting to address pay inequality within their own workforce on the basis that it is: a) a sound financial decision; and b) it is part of 'the role and responsibility of the business community in contributing to the success of the American Dream'

Financial Services Navigation Show below Hide below

  • Top Story | ASIC is consulting on lifting standards/transparency of complaints handling
  • ABA CEO Anna Bligh has reportedly cautioned the ASIC Annual Forum that higher standards of professionalism/cultural shift in financial institutions will necessarily result in lower growth in the short term 
  • APRA has granted Societe Generale a licence to operate as a foreign authorised ADI
  • Update on new BEAR registration form for smaller ADIs: APRA has left the BEAR registration form (for small and medium ADIs) unchanged, but has clarified parts of the instruction guide in response to submissions
  • Not 'intended to signify any lessening' in the importance the regulator places on 'sound lending standards? APRA is consulting on proposed amendments to its guidance on residential mortgage lending 
  • In Brief | Is APRA downplaying competition risk? A new report commissioned by the Customer Owned Banking Association (COBA) and compiled by Pegasus Economics entitled Reconciling Prudential Regulation with Competition, has found (among other things) that changes to the regulatory capital framework have undermined competition in the mortgage market 

Accounting and audit Navigation Show below Hide below

  • United Kingdom | KPMG UK will reportedly change its executive governance structure to separate audit from the rest of the business 

Risk management Navigation Show below Hide below

Culture

  • Top Story | Lessons from the Financial Services Royal Commission about how to use technology
  • Ethical lapses the primary reason behind forced CEO resignations in 2018?  New global study into CEO turnover has found a sharp rise in the number of CEOs forced to resign due to ethical lapses

Climate Risk

  • Top Story | Heightened expectations of climate-related disclosure and assurance 
  • 62 climate experts have signed an Australian Institute petition urging the next parliament to make climate action a top priority 

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https://www.minterellison.com/articles/governance-news-22-may-2019