• Disclosure of cybersecurity expertise at board level on the cards for US boards?  New legislation - S 536, the Cybersecurity Disclosure Act of 2017 - has been introduced into the US Senate. 
• In Brief | The ACTU has reportedly passed a resolution mirroring a UK conservative government promise for worker representation on boards? The AFR reports that the ACTU has passed a resolution calling for a future Labor government to install employee representatives on private and public company boards including, appointing a union representative to the RBA board.  
• In Brief | The Federal Court has dismissed a challenge to a four year disqualification imposed by ASIC on a former company director.  The basis of the challenge was that ASIC failed to properly serve the Notice of Disqualification in accordance with s206F(3) of the Corporations Act 2001 (Cth).  In dismissing the former director's claim, Colvin J  found that ASIC had met the requirements because it was clear on the facts that Notice had been personally served.  

• United Kingdom | 2020 gender representation deadline in doubt?  Two separate reports have highlighted the issue of female under representation in FTSE 350 companies and more particularly have highlighted the fact that progress on improving the gender balance in the leadership pipeline has stalled.

• Top Story | ACSI's 2018 CEO pay survey has found CEO pay is at record levels.

• Global study has found activist activity is at record levels: Activist activity over H1 2018 has reached record levels both in terms of capital deployed and campaigns initiated according to Lazard's latest quarterly review of trends in shareholder activism.
• The Governance Institute and LexisNexis have released a green paper outlining the findings of recent research into the need (or not) to reform the current shareholder framework, and the form that such reform might take, the Governance Institute's position on the issue and seeking feedback on the need (or not) for review of the current framework.

2018 UK Corporate Governance Code

• Top Story | 2018 UK Corporate Governance Code released.
• Further detail — overview of the post-consultation changes made to the 2018 FRC Corporate Governance Code.
• Does the revised UK Corporate Governance Code go far enough?  Industry response to the new Code is mixed according to media reports.

• In Brief | The Airlie Australian Share fund has reportedly criticised the quality of financial reporting by Australian companies saying that profit and loss statements are becoming increasingly irrelevant for investors trying to value a business because of the tendency by companies to take too many expenses 'below the line'. 

Australian Competition and Consumer Commission (ACCC)

• Top Story | Are incentives to maximise returns to shareholders driving poor corporate behaviour? Stronger penalties for breach of the ACL are needed to drive improve consumer outcomes and to drive companies to raise behavioural standards says ACCC Chair Rod Sims.

Australian Securities and Investments Commission (ASIC)

• Further consultation on draft legislation relating to the design and distribution of financial products and product intervention powers for ASIC: Treasury Laws Amendment (Design and Distribution Obligations and Product Intervention Powers) Bill 2018.
• Uptick in reporting 'bag eggs' to the regulator? Reportedly, Deputy ASIC Chair Peter Kell has said the level of reporting is such that it is creating new challenges for ASIC.
• In Brief | ASIC Deputy Chair has called on financial services firms to move away from 'minimal or technical compliance with the law' and act to raise standards to address the 'trust deficit' in the sector and before new before regulatory reforms are enacted. 'ASIC, and other regulators, do not have the capacity to examine every transaction in every sector, and this is not the expectation nor is it desirable for an efficient system. What our regulatory regime does expect is that firms will be the first line of accountability for ensuring that your systems, your culture, your practices, the design of your products demonstrate that you have as a paramount concern the best interests of your customers' he said.

Australian Prudential Regulation Authority (APRA)

• APRA has called for further consultation on timeframes to implement, 'protecting your super' reforms: APRA has released Deputy Chair Helen Rowell's opening statement to the Senate committee hearing on Treasury Laws Amendment (Protecting Your Superannuation Package) Bill 2018.
• APRA submission to the Financial Services Royal Commission Round 4 hearings:  An ADI is in the 'business of accepting financial risk to earn a return' and 'subject to not acting unethically, unfairly or unlawfully, the ADI will quite reasonably put its interest in achieving repayment first', writes APRA.

Other Developments

• In Brief | SEC action on alleged 'secret backroom deals' at Energy XXI Ltd:  SEC has settled allegations of misconduct by the former CEO (alleged non-disclosure of $10m in personal loans obtained from XXI vendors and board candidates in exchange for business contracts/appointment to board), activist nominee director (alleged non-disclosure of a $3m loan made to former CEO) and largest activist investor (alleged non-disclosure of plan to place a director on the XXI board).  

• United States | A means to demonstrate commitment to corporate social responsibility and sustainability?  New legislation — H.B. 310, the Certification of Adoption of Transparency and Sustainability Standards Act of 2018 — establishes a state based voluntary certification and disclosure regime in Delaware.  

• In Brief | CCIV update: The government has released for public consultation the second tranche of the Treasury Laws Amendment (Corporate Collective Investment Vehicle) Bill 2018 and explanatory materials.  The second tranche of the CCIV Bill covers external administration of a CCIV in a winding up situation, the application of the Chapter 7 financial services regime to CCIVs and the liability of the corporate director of a CCIV for contraventions of the law by the CCIV.  Consultation closes on 10 August.
• In Brief | Time to raise standards of professionalism in banking says FINSIA: Citing the results of a survey of 2000 people which found that 57% believe that banking does not have high ethical standards (though 66% trust their banks to process their payments efficiently and to hold their money securely), Financial Services Institute of Australia (FINSIA) has called for the sector to improve standards of professionalism. 
• In Brief | SG Regulations to be remade: The existing Superannuation Guarantee (Administration) Regulations 1993 are scheduled to sunset on 1 October 2018. To ensure the ongoing operation of the Superannuation Guarantee, draft Superannuation Guarantee (Administration) Regulations 2018 have released for consultation.  Treasury states that the draft makes 'no alteration to the substantive meaning or operation of the existing Regulations'.  Consultation closes on 15 August 2018.

Cybersecurity

• In Brief | Google has been fined €4.3 billion ($6.8 billion) by the European Union and ordered to change the way it puts search and web browser apps on Android mobile devices, setting a new global record for antitrust penalties according to The AFR.

Climate Risk

• In Brief | Ireland to become the first country in the world to divest from fossil fuels? A Bill (Fossil Fuel Divestment Bill 2016) requiring Ireland's national investment fund (Ireland Strategic Investment Fund) to divest $10bn in investments within the coal, oil, gas and peat industry as 'soon as practicable' is reportedly expected to pass in September.

Whistleblowing

• United States | The CFTC has awarded the largest ever whistleblower award of $30m to a whistleblower who voluntarily provided key original information that led to a successful enforcement action; separately the CFTC awarded the first whistleblower payment to a foreign whistleblower.

Other Developments

• In Brief | Uber is reportedly being investigated by the US Equal Employment Opportunity Commission over alleged gender discrimination.  This news follows the recent departure of Liane Hornsey (HR Head) who reportedly resigned after claims that she ignored allegations of racial discrimination and reports that Uber COO Barney Harford had made allegedly insensitive comments about women and minorities.

• Report into the economic impact of potential illegal phoenix activity released by the ATO; new phoenix hotline to protect Australian workers and small businesses. 
• Consultation on possible reform of the ABN system in response to the Black Economy Taskforce report findings: the government is seeking views on how best to 'strengthen and modernise' the ABN system.  
• In Brief | ASIC has released its latest quarterly insolvency update: The update includes ASIC's initial findings on why creditors are exercising their (new) power to replace appointees in voluntary administrators and creditors' voluntary liquidations and quarterly insolvency statistics for the third quarter of the 2017/18 financial year.