Governance News 27 February 2019

60 minute read  27.02.2019 Mark Standen, Siobhan Doherty, Kate Hilder

This week's issue includes, (among other things) coverage of miner Glencore's commitment to align its business and investments with the goals of the Paris Agreement following engagement with Climate Action 100+ signatories as well as updates on progress towards implementing/planned responses to the recommendations of the Financial Services Royal Commission.

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

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https://www.minterellison.com/articles/governance-news-27-february-2019

Remuneration Navigation Show below Hide below

  • NAB has issued an update on CEO pay arrangements and the selection process for the appointment of a new Chair and Group CEO

Shareholder activism Navigation Show below Hide below

  • Is Glencore a tipping point? Investor lobby group Climate Action 100+ will reportedly target 12 Australian companies following its successful campaign at Glencore
  • Exxon is reportedly seeking to block an investor climate disclosure proposal.  Investors supporting the proposal have criticised the company's lack of engagement on the issue
  • Setback for activist Edward Bramson's campaign for a board seat at Barclays? Aviva Investors has reportedly backed the bank against the activist

Disclosure and reporting Navigation Show below Hide below

  • Alleged failure to meet continuous disclosure obligations: ASIC has commenced proceedings in the Federal Court against GetSwift Ltd and two directors
  • Spain | Minimal change required for companies with robust ESG reporting practices in place? Glass Lewis writes that Spain has become the first country to mandate shareholder votes on non-financial ESG reporting, adding that for some companies the reforms will require minimal change  

Markets and exchanges Navigation Show below Hide below

  • Top Story | Proposed Changes to ASX Listing Rules in July 2019: Summary of important proposed changes for companies, directors and advisors

Regulators Navigation Show below Hide below

  • ACCC Chair Rod Sims' annual address to the CEDA conference has flagged competition in the financial services sector as a priority for the regulator over the coming year
  • In his opening statement to the senate economics legislation committee APRA Chair Wayne Byres' said (among other things) that he expects the trend towards consolidation of the superannuation sector to continue
  • APRA has reportedly welcomed new enforcement powers and is willing to use them but has cautioned that it 'will not be all of a sudden a police force' 
  • 'Generally high conformity to international best practices':  APRA and the Treasurer have welcomed IMF's assessment of the Australian Financial System
  • Open Banking | APRA is open to extending timeframes (if needed)?  The AFR reports APRA Chair Wayne Byres has told the senate committee that he doesn't 'have any information at this stage' to indicate big banks won't be ready to supply product data to customers by 1 July (the date at which a pilot program to test the reliability of the open banking system is set to commence) but that it is important to keep the timelines 'under review' given the industry has some 'legitimate concerns' about the regime
  • ASIC Chair James Shipton's opening statement to the senate economics legislation committee reiterated the regulator's tougher stance on enforcement

Financial Services Navigation Show below Hide below

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

  • Treasurer Josh Frydenberg has released an update on implementation of Hayne Commission recommendations 1.7, 2.4, 4.2, 4.8 & 4.11
  • Proposed government reforms to implement Hayne recommendation 2.4: The government is consulting on draft legislation to ban grandfathering of conflicted remuneration paid to financial advisers 
  • Australian Financial Complaints Authority (AFCA) to accept legacy complaints from 1 July 2019
  • Round two: Treasury Laws Amendment (Putting Members’ Interests First) Bill 2019 proposes to introduce opt-in insurance in superannuation for under-25s and holders of low balance accounts
  • Consultation on draft regulations to implement the 'Protecting your Super' reform package
  • Labor has tabled three reform Bills in response to the FSRC Final Report Recommendations
  • Labor to implement 75 of 76 FSRC Recommendations in full: The Federal Labor party has released a 'full response' to the Financial Services Royal Commission Final Report
  • (If elected) Labor plans to establish a 'Banking Fairness Fund' and will impose a levy on Australia's largest banks to fund services to those in financial difficulty
  • Not waiting: ANZ has released a statement outlining its planned actions in response to the Financial Services Royal Commission's Final Report recommendations  
  • Is abolishing mortgage broker commissions in the interests of prospective borrowers?  UNSW academic argues implementing Commissioner Hayne's recommendations could have negative unintended consequences for prospective borrowers
  • In Brief | Reportedly Treasurer Josh Frydenberg has written to the Insurance Council of Australia (ICA) and separately Financial Services Council asking for a prompt response outlining 'when and how' members will implement Hayne royal commission recommendations.  Reportedly the ICA has already responded to the Treasurer’s letter
  • In Brief | Commissioner Hayne's recommendations don't go far enough to address endemic cultural issues?  Writing in The Age, John Hewson has called for a 'complete rethink of banking legislation and regulatory structures'
  • In Brief | The Financial Services Royal Commission has made it tougher for SMEs to access business funding? According to a national survey, 22% of SMEs said they had experienced difficulties accessing business funding due to banks tightening lending conditions, and 34% said they expect it to be harder to access funding going forward

Other Developments

  • Top Story | CCA changes: repeal of IP exemption and new small business powers
  • Buy now pay later inquiry | The Senate inquiry into the buy-now-pay-later sector has recommended stronger regulation and oversight
  • Review of the Scheme for the Compensation for Detriment Caused by Defective Administration (the CDDA Scheme)
  • ASIC has finalised its monitoring of HSBC Bank Australia Limited’s enforceable undertaking after almost three years
  • APRA has released superannuation statistics for the December 2018 quarter
  • 'Modest' improvement? A study into how US bank boards have improved since the 2008 GFC has found there has been relatively minimal change
  • In Brief | Financial Hardship research: Financial hardship is 'just a bill away'? New research from the University of Melbourne has found that two thirds of Australian adults feel financially insecure.  Almost half have less than three months’ income saved, and almost one in three have less than one month’s income and one in seven have negligible or no savings 
  • In Brief | The AFR reports that smaller lenders have welcomed the introduction of the government's fundraising Bill on the basis that it will help them compete.  The Customer Owned Banking Association has called on both sides of politics to continue to drive policy in support of competition
  • In Brief | The UK Financial Conduct Authority Wholesale Insurance Brokers market study has found 'no evidence of significant levels of harm that merit the introduction of intrusive remedies'

Accounting and audit Navigation Show below Hide below

  • In Brief | Media reports suggest that the Joint Committee on Corporations and Financial Services believes a 'serious review' of the Australian audit market is merited due to the tightly held power concentration of the big four and potential conflicts of interest in services provided

Risk management Navigation Show below Hide below

Cybersecurity and privacy

  • Anniversary of Notifiable Data Breaches scheme: OAIC has called on companies to reflect on the causes of breaches that put personal data at risk and how they are managing their privacy obligations 

Climate Risk

  • In Brief | New CSIRO report has found Australia is likely to experience more extreme weather events in future.  The AFR reports that insurers have responded by calling for the government to take action to force companies to adopt climate change action plans and to invest more in climate change-proofing Australian communities.  If communities are open to major damage due to increasingly brutal weather events, then insurance companies will be unable to bear the risk unless action is taken they reportedly argue
  • In Brief | UN Climate Change has released an overview of the Katowice Climate Package adopted at the UN Climate Change Conference COP24 in Katowice last December. The package constitutes the guidelines for the implementation of the Paris Climate Change Agreement
  • In Brief | SDG recommendations cannot be ignored by the government: Leading humanitarian organisations say Australia will suffer internationally if senate recommendations for the Sustainable Development Goals are ignored by the government

Other news Navigation Show below Hide below

  • Consumer Data Right update | ACCC is consulting on proposals to expand the CDR to the energy sector 

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

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https://www.minterellison.com/articles/governance-news-27-february-2019