Governance News 4 June 2018

60 minute read (PDF download)  03.06.2018

This week: ASIC targets new accounting standards for June reports, adopts hands-on supervision. Royal Commission probes small business lending issues. PC's draft urges superannuation reforms; feedback by 13 July.

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

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https://www.minterellison.com/articles/governance-news-4-june-2018

Diversity Navigation Show below Hide below

  • In Brief | No consensus on gender quotas? The AFR reports that former winners of the Women of Influence Awards are in agreement on the need for recruitment firms to be more proactive in putting forward women, lowering the cost of childcare and other measures, but that there is no consensus on whether targets are necessary to ensure more women are promoted to the C-suite in companies, government and not-for-profit organisations.

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  • United States | Latest Equilar/Associated Press CEO Pay Study 2018 released: S&P 500 CEO pay increased 8.5% last year; CEOs in the healthcare sector had the highest median pay; female representation decreased 5% (from 6% last year) but women CEOs earned more than their male counterparts on average.
  • In Brief | Sloppy reporting? At least 16 companies in the S&P 500 have reportedly changed 2016 pay figures by more than 10% for one or more executives, while 17 did so for 2015 pay, a WSJ analysis of data from MyLogIQ LLC shows. According to The WSJ, many changes are errors caught after companies send proxies to shareholders.

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  • United States | 'Recycling' elements of the Financial CHOICE Act as a standalone Bill? New legislation has been introduced into the House which proposes to require the SEC to raise resubmission thresholds for shareholder proposals. Glass Lewis suggests this is an attack on shareholder rights.
  • New Zealand | New Bill proposes to provide clarity on 'dry shares': The Companies (Clarification of Dividend Rules in Companies) Amendment Bill proposes to amend s 53 of the Companies Act 1993 NZ to make it clear that a company's constitution can create a class of shares in which some carry the right to dividends and others ('dry shares') which do not.

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Australian Securities and Investments Commission (ASIC)

  • Top Story | ASIC areas of focus for 30 June Financial Reporting: New Accounting Standards identified as having the 'greatest impact' for many companies.
  • Top Story | ASIC Chair James Shipton has told the Senate Economics Legislation Committee that the regulator will be adopting a new 'more intrusive, enduring and, with onsite visits, more physical' approach' to supervision.
  • ASIC has given financial services firms an extra seven months to update their disclosure documents to meet new requirements introduced when the AFCA regime commences in November. RG 165 has also been amended to require information about predecessor schemes and AFCA to be provided to complainants from 21 September 2018.

Australian Prudential Regulation Authority (APRA)

  • Second APRA deputy chair: Treasurer Scott Morrison announced the reappointment of Helen Rowell as Deputy Chair of APRA and his intention to nominate John Lonsdale as an additional deputy chair subject to the passage of legislation enabling the appointment.
  • In Brief | APRA has released monthly banking statistics for April 2018.

Other Developments

  • Singapore | Transparency of short selling activities in Singapore: The Monetary Authority of Singapore (MAS) has announced new requirements for investors to report their short positions and short sell orders in securities listed on the SGX will come into effect from 1 October 2018.
  • Singapore | The Monetary Authority of Singapore has issued a statement of commitment to the FX global code.

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  • In Brief | UK Modern slavery reporting is patchy at best? Analysis of modern slavery statements by companies in the textile and clothing sector has revealed 62% had not been formally signed by the board (among other quality issues) prompting the researchers to question whether further action is needed.
  • In Brief | Insurer QBE has reportedly committed a minimum $100m towards socially progressive projects in Australia and globally as part of its Premiums4Good program. QBE is reportedly looking towards areas such as affordable housing, renewable energy and healthcare.

Financial Services Navigation Show below Hide below

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

  • Top Story | Royal Commission Round Three Hearings Week 2: Consideration of cases in which small business arrangements with their lenders was varied or came to an end; the role of lenders and the FOS in resolving complaints.
  • The royal commission's investigation has prompted almost a third of Australians to consider switching banks, according to a Customer Owned Banking Association commissioned study.
  • New Zealand | No need for a Financial Services royal commission yet? The Reserve Bank of New Zealand and the Financial Markets Authority have reportedly said that there is no evidence to support a Royal Commission into the NZ system as yet, but that this view could change pending the result of further investigations.
  • In Brief | Round 4 Hearings will be held between 25 June and 29 June in Brisbane and Darwin and will focus on issues affecting Australians in remote and regional communities which relate to farming finance, natural disaster insurance and Aboriginal and Torres Strait Islander Australians' interactions with financial service entities. Further details will be published on the Commission website closer to the hearings.
  • In Brief | In his statement to the senate economics legislation committee, APRA Chair Wayne Byres has said Australians can be reassured that 'the industry is financially sound, and that the financial system is stable' despite the loss of trust in the financial sector.

Superannuation

  • Top Story | The PC Draft Final Report into the competition and effectiveness of the superannuation system has made 22 draft recommendations to 'modernise' the system. Submissions are due by 13 July 2018.
  • Initial Responses to the PC Draft Report: Superannuation: Assessing Efficiency and Competitiveness
  • APRA has called for greater focus by superannuation licensees on administering outsourcing arrangements with related parties to effectively manage conflicts of interest.
  • Review of superannuation and victims of crime compensation: The Government has released two proposals for consultation which propose to enable victims of crime to access a perpetrator's superannuation in specific circumstances. Consultation closes 15 June 2018.
  • In Brief | ASIC is leading representatives from the superannuation industry (Australian Super, HESTA, Super SA, QSuper and Prime Super) and the Australian government to visit remote Pitjantjatjara Yankunytjatjara (APY) Lands as part of ASIC's indigenous Outreach program 'to both learn from and help local Indigenous consumers with their super'. ASIC Deputy Chair Peter Kell said he hopes the trip will lead to real change to improve super trustees’ services to Indigenous consumers.
  • In Brief | Australia's 53 largest super funds are increasing their engagement in responsible investing according to RIAA's Super Fund Responsible Investment Benchmark Report 2018: 81% are now committed to responsible investment (up from 70% in 2016); 62% are reporting annually on activity; nearly half of super funds offer a total of 75 responsible investment options (compared to 24 funds offering 54 options in 2016) and responsible investment employee numbers have doubled since 2016.
  • In Brief | APRA has released its Quarterly Superannuation Performance publication and the Quarterly MySuper Statistics report for the March quarter 2018. Over the March 2018 quarter there was a decrease of 0.2% in total superannuation assets, comprised of an increase of 0.2% in APRA-regulated assets, a decrease of 1.2% in self-managed super fund assets, an increase of 0.1% in exempt public sector superannuation schemes assets and an increase of 0.2% in balance of life office statutory fund assets.

Insurance

  • In Brief | APRA Senior Manager Peter Kohlhagen has cautioned Private Health Insurers that they need to 'cultivate a sense of "chronic unease" about the risks and threats' facing their institutions given current challenges and added that (among other things) the industry should expect stress testing practices to be strengthened over time. He also said that there was no immediate need to reduce capital levels in the industry.

Other Developments

  • United States | US Banks loosening terms of business loans? OCC report highlights looser lending practices as a key risk for the Federal Banking System.
  • In Brief | ASIC is has released a consultation paper proposing to implement a modified AFS licensing regime for foreign financial service providers (global investment banks or wholesale managed funds). The proposed foreign AFS licence would replace two types of current relief: sufficient equivalence relief and limited connection relief. ASIC states that it will extend the current relief for 12 months until 30 September 2019 to allow for consultation on the proposed changes, and a further transition period of 12 months to 30 September 2020 if ASIC proceeds with foreign AFS licensing.
  • In Brief | US President Donald Trump has signed the Financial Services Regulatory Reform Act into law: 'The legislation I'm signing today rolls back the crippling Dodd-Frank regulations that are crushing community banks and credit unions nationwide' he said.

Accounting and audit Navigation Show below Hide below

  • A failure of risk and audit committees not of internal auditors? IIA CEO Peter Jones has reportedly said internal auditors are performing their roles but the information is not reaching senior management and the board. 

Risk management Navigation Show below Hide below

  • Plaintiff class actions set to increase? The ALRC has released a discussion paper for consultation recommending the ban on contingency fees be lifted among other changes. MinterEllison Partner, David Taylor commented that 'The ALRC proposals would mark a significant change in the class action funding landscape'.

Other news Navigation Show below Hide below

  • The EU has reportedly proposed a ban on single use plastic products. If enacted it will come into force post-Brexit and will not automatically be transposed into UK law.

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

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https://www.minterellison.com/articles/governance-news-4-june-2018