• United States | When are directors overboarded? The answer will vary according the industry and the growth rate of the company writes Equilar.
• Board restructure announced in the wake of a failed campaign for board change at MEC Resources Ltd.

• United States | Replacing women with women?  Heidrick & Struggles' latest annual report on Fortune 500 board appointments has found that though the number of female board appointees is at record levels, overall improvement in the composition of boards has been minimal.  
• In Brief | Flexible work practices both good for employees and for businesses?  New research commissioned by the Victorian government has found that flexible work delivers significant savings for businesses as well as benefits for employees.  The WGEA comments that 'Normalising flexible working arrangements for women and men is one of the key actions to closing the gender pay gap and increasing the representation of women in leadership positions'.
• In Brief | 'Diversity is far more than merely a box-ticking exercise': Women are under-represented in the finance profession especially at senior levels, both in Australia and globally according to a new report by Frontier Advisers.  The report argues that there are persuasive social, legal and financial reasons for business to act to redress the balance.  

• In Brief | A question of ethics? A strong ethical foundation is the key to ensuring aggressive performance targets don't lead to poor behaviour writes RMIT Senior Lecturer Tim O'Shannassy.
• In Brief | The workforce participation rate for women is growing at nine times the rate participation rate for men and is on track for parity in a decade, but many of these jobs are low-paying leading the researcher to query whether the value assigned to jobs in the 'caring' occupations are given the appropriate value.

• ACSI has announced that VicSuper has signed on to the Australian Asset Owner Stewardship Code.
• In Brief | The Korea Corporate Governance Service (KCGS) has reportedly issued a statement announcing that Glass Lewis, has become the first foreign proxy advisor to adopt South Korea’s stewardship code.   

• Have activists highjacked corporate governance?  Commentator Janet Albrechtsen has questioned whether the focus on 'social issues' in proposed changes to the ASX Corporate Governance Principles and Recommendations has come at the expense of focus on improving governance practices.  
• United States | Encouraging IPOs to 'restore US competiveness': S. 488 JOBS Investor Confidence Act 2018 (JOBS Act 3.0) has passed the House and will now be considered by the Senate.
• In Brief | Sir Win Bischoff has written open letters to company chairs, investors and proxy advisors to remind them of their responsibilities in making the newly revised 2018 UK Corporate Governance Code a success, delivering better business performance and public trust.
• In Brief | The Nigerian Financial Reporting Council has released a draft Corporate Governance Code for consultation.  Consultation closes 31 July 2018.

• In Brief | The Administrative Appeals Tribunal has reduced ASIC's permanent banning order against a financial adviser that ASIC alleged was not of 'good fame or character' on the basis that there was no 'longer reason to believe' the applicant was 'not of good character'.  In making his decision, Deputy President McCabe said: 'I stress that in doing so I am not disagreeing with the decision ASIC made at the time…the evidence of the dishonesty were more than enough to justify the decision. But the case has evolved as the applicant’s insight into his own behaviour has changed'.  
• In Brief | UK Financial Conduct Authority (FCA) enforcement actions have dropped significantly according to the latest FCA enforcement report: According to the report, the value of financial penalties imposed by the FCA in 2017/18 dropped 61% to £69.9m compared with the value of financial penalties imposed in 2016/17 (£181 million).  The financial penalties imposed during 2017/18 were split across 16 enforcement actions, six of which were taken against firms (£69 million) and the remainder against individuals (£0.9 million).  Separately, the FCA has also released its annual report for the year ended 31 March 2018 in which it described the enforcement action taken as 'appropriate'.    
• In Brief | ASIC's criminal conviction rate is less than a third of its success rate 20 years ago, though it's budget has trebled?  Based on a review of ASIC's annual reports The Australian has questioned the regulator's performance.  

• Responsible Investment Association Australasia (RIAA) benchmark report has found impact products' value has quadrupled over 2.5 years.
• Climate Disclosure | IAG has released a three year climate action plan to reduce carbon emissions, assess exposure of its portfolio to changing climatic conditions, invest more into green bonds and extend its fund manager screening for environmental, social and governance criteria. 
• United States | A new report from Deloitte argues that the board’s oversight role with respect to strategy and risk should include oversight of the company’s social purpose strategy.
• In Brief | ACCR have announced plans to lodge a resolution at the upcoming Origin Energy AGM calling for the company to improve its measurement and reporting of GHG emissions, and for disclosure of details of the process it followed for obtaining consent from the traditional owners for the development of new gas fields in the Beetaloo Basin (on Indigenous land).  ACCR has called on shareholders to support each resolution. 
• In Brief | The AFR reports that investors are increasingly focused on the long-term 'social licence' that comes from being a good corporate citizen: Morgan Stanley's examination of ASX 200 companies and their ability to harness inclusive growth identified diagnostics group Sonic Healthcare, hearing implant business Cochlear Group and property and infrastructure company Lendlease Group as the three standouts for being able to maximise the benefits as the world looks to 'inclusive growth'.  Ramsay Health Care and Primary Health Care were also reportedly highly ranked.

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

• Top Story | Treasury has submitted to the Financial Services Royal Commission that the separation of vertically integrated financial firms is not warranted, though 'more work' is needed to determine the 'nature and extent of conflicted advice' in the superannuation sector.
• Round 5 Superannuation hearings will commence on 17 August.  The timeframe and topics of the remaining hearings have also been confirmed.  

Superannuation

• Top Story | ASIC Chair James Shipton has outlined a new supervisory approach to supervision of the superannuation sector.
• The Governance Institute has expressed support of the draft PC proposal to increase the number of independent directors on superannuation boards, though it is against legislating proposed governance changes.  
• Superannuation cost disclosure:  ASIC has released the independent review of ASIC Regulatory Guide 97: Disclosing fees and costs in PDSs and periodic statements (ASIC Report 581) which makes 34 recommendations on improving transparency for consumers and their advisers.
• AIST has released new tools and guidance in a bid to raise operational due diligence standards in the superannuation sector in line with APRA’s increased focus.

Other Developments

• New Zealand | Revised NZ Banking Code of Practice came into effect on 1 June 2018.
• In Brief | The UK Serious Fraud Office is reportedly seeking to reinstate criminal charges against Barclays Bank over its 2008 emergency fundraising from Qatar.  Barclays has reportedly said that it plans to defend itself against the SFO application which is expected to be heard in the High Court this year.

• United Kingdom | The Financial Reporting Council is consulting on proposed changes to ISA (UK) 540 Auditing Accounting Estimates and Related Disclosures.  
• In Brief | An FRC report into the quality of audit of pension balances and related disclosures in 51 of its audit inspections in 2017/18 has found that in almost half, improvement was required in at least one aspect of the audit work, as well as identifying areas of good practice.
• In Brief | CPA Australia has issued a statement confirming that it will close its CPA Advice arm following the findings of a PwC report that found that the business is not financially viable.

Whistleblowing

• The ACCC has reportedly put in place measures to encourage whistleblowers to report cartel conduct in the agriculture and commercial construction industries.  

Climate 

• In Brief | Climate disclosure test case: A member and beneficiary of REST Superannuation fund, Mr Mark McVeigh, is taking the fund to the Federal Court over its allegedly inadequate disclosure of its management of climate risk.  In a statement to the ABC, REST reportedly said it considered 'environmental, social and governance (ESG) risks in order to deliver competitive long-term investment returns for our members' but this, Mr McVeigh argues is inadequate for him to make an informed decision about his retirement savings.  

Cybersecurity

• Singapore | The Monetary Authority of Singapore has directed financial institutions to tighten customer verification processes the recent cyber attack at SingHealth where the personal information of 1.5 million individuals was illegally accessed and stolen.  

Other Developments

• The Papa John International Inc board have reportedly voted to adopt a 'poison pill' to prevent the company's founder, John Schnatter, from gaining a controlling interest in the firm.  
• Japan | Yamato Holdings has admitted to overcharging 80% of corporate clients for moving services offered through a subsidiary.  The company has reportedly apologised and said that it will not accept new corporate moving contracts until safeguards are installed to prevent a recurrence of the issue.  

• In Brief | ASIC announced that the Federal court has made orders winding up five companies for their role in the operation of two Victorian land banking projects.  ASIC states that it sought the orders as it was concerned that the four of the companies 'were insolvent, that money raised from investors (more than $15m) had been transferred between companies without any apparent concern for obligations owed to investors and that the majority of funds raised from investors had been dissipated'.  The fifth company consented to the winding up order being made, the court finding that its financial affairs were 'inextricably bound up with those of the other companies Project Companies; that PMA had control over investor monies; it had intermingled funds and used them across the various land banking schemes; it had maintained poor documentation; and it took management fees out of the investor funds released to it'.