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Global News Australasia Superannuation investors call for corporate change The Australian Council of Superannuation Investors (ACSI) has proposed a series of changes to update Australia’s corporate governance framework. The proposals would hold companies more accountable for conduct that harms investors and the community. Key changes include the requirement for companies to submit their pay policies to a binding vote every three years and giving investors access to a simple process for submitting non-binding resolutions to a vote by the company’s shareholders. According to the ACSI, the measures would encourage boards to ensure that they are ‘adequately informed about business issues, properly equipped to oversee management and prepared to take appropriate remedial action when things go wrong’. ACSI has also developed two policy proposals designed to ensure company boards are focussed on culture and diversity. All listed entities should be required to regularly assess their culture and disclose the action taken and listed companies should be required to set a time frame within which they will achieve gender balance on their boards.

Slow progress for diverse boards

Air New Zealand tops reputation index Air New Zealand has been recognised as Australia’s most trusted company for a third year running in the 2019 Australian Corporate Reputation Index (ACRI). Reputation Institute’s ACRI ranks brands based on the opinions of Australians on a number of factors, including product, service and financial performance. Airline Air New Zealand outperformed businesses, including Australian carrier Qantas Airways, JB Hifi, Toyota and Mazda Australia. However, Air New Zealand had to settle for second in the NZ Corporate Reputation Index, which measures how New Zealanders view the nation’s top 25 companies, behind Toyota.

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Female directors account for 29.5 per cent of all board positions – according to the latest gender diversity statistics of Australia’s ASX 200 companies. The Australian Institute of Company Directors (AICD) statistics reveal that there are still four companies with no women on their boards and 50 companies only have one female board member. AICD managing director and CEO Angus Armour said: “At the beginning of this year we expected to achieve our 30 per cent target imminently, but unfortunately the overall percentage has fallen since the start of this year.” “I challenge all boards to look around their boardroom and ask if there is sufficient diversity of skills, experience and gender to effectively meet the demands of a challenging governance landscape.” “Diverse boards help prevent group-think, leading to better outcomes for shareholders, consumers, employees and the community. They promote greater innovation and improved bottom lines.”

NZ directors to come under spotlight Directors will face increased scrutiny from shareholders, stakeholders and regulators, according to the annual New Zealand Corporate Governance — Trends and Insights report from law firm Chapman Tripp. According to the report, based on the analysis of annual report disclosures from the top 75 listed issuers in New Zealand, the country’s shareholder primacy model may also be under threat. For many years, the NZ approach to directors’ obligations has been founded on the premise that the job of the board is to maximise the wealth of all shareholders as a class and that the ‘best interests of the company is generally whatever will create the most value for shareholders’. But according to the Chapman Tripp report, the model could be out of step with recent changes to the UK’s Companies Act, which indicates that third parties, such as employees, customers and the environment, should be given as much status as shareholders.

Shareholders give nod to MYOB takeover Shareholders of accounting software firm MYOB have approved a A$1.6billion takeover offer put forward by private equity firm KKR & Co. Seventy-three per cent of eligible shareholders voted on whether to sell their shares for $3.40 each, with 82 per cent of votes cast in favour and 17 per cent against. MYOB chairman Justin Milne says the vote confirms the strength of the deal offered by KKR and that it showed shareholders agreed with the board that the offer was in the best interests of shareholders. “MYOB is a great Australian company and the board has every confidence it will continue to thrive under the care of its new owners,” Milne said.

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Ethical Boardroom Spring 2019