Governance News 7 May 2018

2 minute read  07.05.2018

Governance News provides weekly summaries of key regulatory and governance developments in Australia and overseas.

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We provide weekly summaries of key regulatory and governance developments in Australia and overseas.

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https://www.minterellison.com/articles/governance-news-7-may-2018

Diversity Navigation Show below Hide below

  • United States | On track for 40% female and minority representation on Fortune 500 boards by 2026: Deloitte report finds that though diversity gains on US Fortune 500 boards have been 'negligible' in the period 2012-2016, the goal of 40% target by 2026 is achievable.
  • In Brief | Saudi Arabian Oil Co (Saudi Aramco) has reportedly appointed its first female director ahead of its public listing. Lynn Laverty Elsenhans, who previously served as the chairwoman, president, and CEP of US oil refiner Sunoco Inc, is now reportedly among the five members added to Saudi Aramco’s board.
  • In Brief | Canadian companies to become more transparent, inclusive and reflective of Canada's diversity? Bill C-25 received royal assent on 1 May 2018.

Remuneration Navigation Show below Hide below

  • First strike at QBE: Over 45% of votes against the remuneration report; the climate resolution was defeated but QBE committed to implementing TCFD reporting anyway.
  • Time to impose pay penalties for poor conduct? Media reports suggest that under pressure from institutional investors and pressure from APRA, large financial institutions are likely to rethink remuneration practices.
  • United Kingdom: Excessive pay remains a key concern for shareholders? High protest votes against remuneration reports at large UK companies suggests shareholders are of the view that pay remains excessive.
  • In Brief | According to Equilar, the US CEO to median worker pay ratio in Russell 3000 companies as at 27 April is 68:1. Equilar comments that the ratio looks set to continue to narrow as more proxy statements are analysed and that overall, the average pay ratio appears to be much lower than many had expected.
  • In Brief | No progress on pay parity in accounting? Accountants Daily reports that the gap in salaries between male and female accountants remains at around 33%, and is largely unchanged from the preceding financial year, according to new data from the Australian Tax Office.

Other shareholder news Navigation Show below Hide below

  • Top Story | The ASX Corporate Governance Council is consulting on the proposed 4th edition of the Corporate Governance Principles and Recommendations
  • In Brief | One director elected improperly and another who should have been elected, not elected? ASIC has announced that the DPP has charged a financial planner with allegedly improperly casting 499 votes (without authorisation) in the electronic director elections of two board candidates at WAW Credit Union Cooperative Ltd. The planner has been charged with one count of causing unauthorised modification to data held in a computer contrary to section 247C of the Victorian Crimes Act which carries a maximum penalty of 10 years imprisonment writes ASIC.
  • In Brief | United Kingdom: The Quoted Companies Alliance has published a new Governance Code for small and mid-size quoted companies in the UK. The new code has been released ahead of the commencement of new requirement that all AIM companies apply a recognised governance code from 28 September 2018.

Markets and exchanges Navigation Show below Hide below

  • The ASX has released details of the blockchain based replacement for its post trade settlement system CHESS. Consultation closes on 22 June.
  • In Brief | New Guidance on Market Integrity Rules: ASIC has released two regulatory guides: Regulatory Guide 265:Guidance on ASIC market integrity rules for participants of securities markets and Regulatory Guide 266 Guidance on ASIC market integrity rules for participants of futures markets that consolidate and replace guidance in seven regulatory guides for securities and futures markets participants. The seven regulatory guides that were consolidated into RG 265, RG 266 and RG 172 will be retired. ASIC has also updated and reissued Regulatory Guide 241 Electronic trading, to reflect the consolidated market integrity rule books.

Regulators Navigation Show below Hide below

Australian Securities and Investments Commission (ASIC)

  • Australian laws may still apply to ICOs created and offered from overseas cautions ASIC Commissioner John Price.
  • ASIC has announced that it has expanded its legal proceedings against Rio Tinto and two former executives.

Australian Prudential Regulation Authority (APRA)

  • BEAR should be regarded as a 'trigger for reform' if industry is to rebuild trust says APRA Chair Wayne Byers.

Other Developments

  • United States | Securities and Exchange Commission (SEC) Chair, Jay Clayton has highlighted investment in, and focus on, cybersecurity and technology among the key priorities for SEC in his budget request for FY 2019.

Corporate social responsibility and sustainability Navigation Show below Hide below

  • More evidence that climate is of increasing concern to investors? Climate resolution at Rio Tinto was defeated, but is nevertheless indicative of a shift in investor culture and of an increased willingness to engage proactively and publicly on ESG issues say University of Melbourne academics.

Financial Services Navigation Show below Hide below

  • Top Story | Final APRA report into CBA culture released: CBA to implement all recommendations; APRA Chair has called on all regulated financial institutions to conduct a self-assessment and for large financial institutions to provide board endorsed reports on the outcomes of their own assessments.
  • AMP has released its submission to the Financial Services Royal Commission; David Murray appointed independent non-executive Chair.
    An easier path for new entrants to the banking industry? APRA has announced that a new pathway for financial entities to become registered as an ADI is now in place.
  • Australian Financial Complaints Authority (AFCA) progress update | Authorisation of Australian Financial Complaints Ltd and four new board appointments announced.
  • In Brief | The New Zealand Reserve Bank and Financial Markets Authority have reportedly called on NZ banks to provide 'assurances, including in writing, as to the processes they’ve followed to check themselves against what’s coming out of the [Australian Financial Services] Royal Commission'.
  • In Brief | Spanish bank BBVA has reportedly become the first global bank to offer blockchain. Reportedly using blockchain for a €75m corporate loan cut the process from 'days to hours'.

Accounting and audit Navigation Show below Hide below

  • An ASIC Review has found no systemic concerns regarding accountants providing SMSF advice
  • In Brief | ASIC has cancelled the registrations of 117 SMSF auditors after they failed to lodge their outstanding annual statements. ASIC notes that an unregistered auditor is not permitted to audit a SMSF and cautions that doing so may have further serious consequences for both the fund and the auditor.

Risk management Navigation Show below Hide below

Cybersecurity

  • Financial protection from acts of Cyberterrorism? Treasury has released the terms of reference for the 2018 Review of the Terrorism Insurance Act. Feedback is requested on whether the exclusion for cybercrime and over-riding policy exclusions for cyber terrorism should be reconsidered.
  • United States | Should companies be able to legally retaliate against hackers? New Bill calls for significant revisions to the relevant law to enable companies and private citizens who are the victims of cybercrimes to 'hack back'.
  • In Brief | Reputational damage too great? Cambridge Analytica, a data firm that worked for President Donald Trump’s 2016 campaign, will reportedly shut down following allegations about its misuse of Facebook Inc data and the campaign tactics it pitched to clients writes The WSJ.

Other Developments

  • Cultural issues at Nike? A 'covert' whistleblower survey of female Nike employees indicating a culture of sexual harassment and gender discrimination at Nike has reportedly led to the departure of six male executives. The company has reportedly moved to replace two male executives with women.
    United States | Panasonic and Panasonic Avionics will pay a combined total of $280,602,830.93 to SEC and the DOJ respectively to settle alleged FCPA and other breaches.
  • United Kingdom | BEIS is consulting on reforms to limit the misuse of Scottish Limited Partnerships after the National Crime Agency identified that they were linked to a 'disproportionately high' volume of criminal activity.
  • Not cyber related: CBA has confirmed that the loss of 19.8 million customer records in 2016 is not linked to a cyber breach, that there has been no compromise of CBA's technology platforms, systems, services, apps or websites.

Corporate misconduct and liability Navigation Show below Hide below

  • The Government has released its response to the senate committee report into penalties for white collar crime: supports recommendations to increase the availability of infringement notices, increase to civil penalties and to allow for disgorgement of profits in civil proceedings in line with ASIC Taskforce recommendations.

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https://www.minterellison.com/articles/governance-news-7-may-2018