29/07/2019

Welcome to Edition 120 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.

In this Edition, we cover: (i) ASIC’s keynote speech at the Governance and Risk Management Forum; (ii) AICD’s latest report on gender diversity on ASX200 boards; (iii) consultation on a new prudential standard for remuneration requirements; and (iv) the ACCC’s Digital Platforms Report.

YOUR KEY BOARDROOM BRIEF

ASIC Commissioner speaks at Meet the Regulators panel session. ASIC Commissioner John Price’s speech last week at the Governance and Risk Management Forum discusses: (i) ASIC’s focus areas in a post Hayne Royal Commission world; and (ii) ASIC’s new powers, including its new product intervention powers. ASIC reiterated its efforts to enhance its supervisory and enforcement activities, including the ongoing work of its Corporate Governance Taskforce (charged with assessing existing governance practices around non-financial risk and variable remuneration structures for senior management). There is a clear message that regulating culture is largely a matter for boards and management. Directors should also note the emphasis on non-financial risks (such as conduct and compliance risks); namely, that an inattention to them can turn into material financial and reputational issues for the company.

Stalled progress on gender diversity on ASX200 boards continues. While gender diversity on boards is not sliding backwards, the figures haven’t shifted much since December 2018. The AICD’s latest gender diversity quarterly report shows that as at the end of June 2019, women represented 29.7% of directors on ASX 200 boards — still short of the 30% target. Four companies continue to have no female board representation. Directors should note the continuing emphasis on greater board diversity reflects the growing consensus that diverse boards help prevent group-think, leading to better outcomes for shareholders, consumers, employees and the community and promoting greater innovation and improved bottom-lines. See AICD’s Report and media release.

APRA consults on new remuneration requirements. In response to the Hayne Royal Commission’s final recommendations, APRA is now consulting on the creation of a new prudential standard to clarify and strengthen remuneration requirements for APRA regulated entities. The proposals include capping financial performance metrics to 50% of performance criteria for calculating variable remuneration and mandating stronger Board oversight and responsibility for a company’s remuneration framework. See APRA’s media release.

ACCC releases Digital Platforms Report. Last week, the ACCC released its final report following the Digital Platforms Inquiry. The report makes 23 recommendations — spanning competition law, consumer protection, media regulation and privacy law — aimed at addressing the dominance and impact of leading digital platforms across Australia’s economy. The ACCC recommends the Government establish a specialist digital platforms branch within the ACCC with information-gathering powers to monitor and investigate potentially anti-competitive conduct by digital platforms. The Government is expected to respond to the ACCC’s report by the end of 2019. See ACCC’s media release for more information on the inquiry and the ACCC’s recommendations.

THE WEEK AHEAD

Will Boris Johnson’s premiership be the start of “a new golden age”? The new UK Prime Minister, Boris Johnson, has vowed to throw himself into Brexit negotiations with energy while making no-deal planning a top priority. His commitment to leave the EU on or before 31 October “no ifs, no buts” will no doubt be music to the ears of some in the business community; keen for certainty and an end to the Brexit impasse.

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