Welcome to Edition 67 of Boardroom Brief.

This is a service specifically targeted at the needs of busy non-executive directors. We aim to give you a “heads up” on the things that matter for NEDs in the week ahead – all in two minutes or less.

KEY BOARDROOM BRIEF

Treasury consults on Corporate Collective Investment Vehicle Bill. On 13 June 2018, the Government released the Treasury Laws Amendment (Corporate Collective Investment Vehicle) Bill 2018 and explanatory materialsfor public consultation. The Corporate Collective Investment Vehicle (CIVV) will allow Australian fund managers to market to participating Asian financial markets using a well-recognised corporate structure vehicle, complementing the Asia Region Funds Passport initiative introduced into Parliament earlier this year. Specifically, the Government seeks feedback on: (i) a revised draft of the core provisions establishing how the CCIV and its sub-funds will operate; (ii) amendments to apply to CCIVs the Corporations Act rules relating to meetings and members’ rights and remedies; and (iii) the proposed approach to depositary independence. Submissions can be made until 11 July 2018. A further consultation will follow to cover other aspects of the regulatory framework for CCIVs, including external administration, application of the Corporations Act financial services regime to CCIVs, and penalty provisions. 

Treasury consults on reforms to address corporate misuse of the FEG scheme. On 12 June 2018, the Government released for consultation exposure draft legislation and an explanatory memorandum which propose reforms to the operation of the taxpayer-funded Fair Entitlements Guarantee (FEG) scheme. The reforms are intended to discourage employers from structuring their corporate affairs to avoid paying employee entitlements when a business becomes insolvent by: (i) strengthening civil recovery action as well as criminal and civil penalties available against company directors and other persons who engage in transactions that are directed at preventing, avoiding or reducing employer liability for employee entitlements; (ii) ensuring recovery of outstanding employee entitlements of an insolvent corporate group member where it would be just and equitable and where other entities in the group have benefited from the work done by the insolvent entity’s employees; and (iii) strengthening the ability to sanction directors and company officers with a track record of insolvencies where FEG is repeatedly relied upon. Submissions can be made until 9 July 2018. See the media release of the Minister for Revenue and Financial Services, the Hon Kelly O’Dwyer. 

The AICD publishes its Quarterly Gender Diversity Report. On 14 June 2018, the Australian Institute of Company Directors (AICD) published a Gender Diversity Report. It reported that women account for 30% and 27.7% of board positions across ASX100 and ASX200 companies respectively. Female board appointments were slow in May however, casting doubt over whether the target of 30% female representation across ASX200 companies by the end of the year will be met. The push for greater gender diversity on boards reflects the growing consensus that a diverse board delivers better outcomes for shareholders. See AICD’s media release.

THE WEEK AHEAD

Trade tensions escalate between the world’s two largest economies. Over the weekend, US President Donald Trump confirmed a 25% tariff on a list of strategically important imports from China (estimated to amount to $US50 billion worth of imports). Hours after the announcement, China retaliated with news that it would impose an additional 25% tariff on certain US goods worth $US50 billion – notwithstanding Mr Trump’s comment that any retaliatory action by Beijing would result in an extension of the new tariff to a further $US100 billion of Chinese imports.

Upcoming deadlines this week for ASIC, ASX and AUSTRAC consultations. As reported in last week’s edition of Boardroom Brief, the following consultation periods close this week:

• ASIC’s consultation on short selling proposals closes this Wednesday. ASIC seeks feedback on granting legislative relief to allow naked short sales of: (i) unissued products during a deferred settlement trading period; and (ii) in connection with IPO selldowns made through a special purpose vehicle. ASIC also proposes calculating short positions by reference to the end of the calendar date in the reporting entity’s location (recognising that global firms operate in several time zones). The final instrument will be confirmed by October 2018.
• ASX’s consultation on the CHESS replacement system closes this Friday. A final functional scope and implementation roadmap for the CHESS replacement system will follow in late July 2018.
• AUSTRAC’s consultation on industry levies for 2018-2019 closes this Friday.