Agenda

The Hong Kong chapter of the 30% Club (30% Club HK) has launched a campaign to bring the number of all-male Hang Seng Index (HSI) company boards in Hong Kong to zero by 2018.

30% Club HK outlines diversity targets

It has also set a goal to increase the percentage of female directors on HSI company boards to 20 per cent by 2020, working toward a long-term goal of 30 per cent. In the three years since the launch of the 30% Club HK, Hong Kong has witnessed a slight improvement in the proportion of female directors on boards and awareness of the issue has increased dramatically.

Women comprise 11.6 per cent of HSI board directorships and 12.2 per cent of all Hong Kong listed company board directorships. This compares to 9.4 per cent and 10.7 per cent respectively in 2013.

There are still 12 HSI companies (24 per cent of the 50 companies in the index) with all-male boards, compared with 19 (38 per cent) HSI all-male boards at the time of the 2013 launch.

While the improvements are significant steps towards greater gender diversity on boards, other international jurisdictions have been making significantly faster progress in the proportion of board seats held by women. The UK leads the charge with 26 per cent of FTSE 100 board seats, followed by Australia at 23.8 per cent of ASX 200 board seats and the US with 23.3 per cent of S&P 100 board seats.

Announcing the campaign goals and calling on HSI companies to address the gap, Tim Payne, senior partner and head of Asia at global advisory firm, Brunswick Group, and co-chair of the steering group of the 30% Club HK, said: “If Hong Kong aspires to continue to be a leading international financial centre, it needs to ensure it is tapping the entire talent pool, particularly for leadership roles.

“Prominent Hong Kong listed companies need to lead the way on this issue, embracing diversity as an important measure of good governance. Diverse boards drive better business and lead to stronger performance, improved returns and enhanced reputation.”

The 30% Club HK was launched in March 2013, three years after the inaugural chapter was successfully established in the UK. It has 64 members from listed Hong Kong companies, together with other senior multinational, advisory, and statutory members.

The 30% Club HK campaign goals

• No Zeros by 2018: The aim is to have no HSI companies without a female director by the end of 2018.
• 20 per cent by 2020: The aim is to reach 20 per cent women on HSI boards by 2020, up from 11.6 per cent today. Ultimately, the aim is to reach at least 30 per cent.

Australian activism set to escalate

Shareholder activism is ripe for takeoff in Australia, with converging factors making the business landscape a prime target, a study by Activist Insight and commercial law firm, Arnold Bloch Leibler (ABL) has found.

The report, Shareholder Activism in Australia, which charts activist investing trends since 2013, has cited a number of legal and structural reasons that makes the Australian market attractive to activists.

Speaking to UK-based IR magazine, ABL partner Jeremy Leibler, said: ‘These levers are well understood by local activists and increasingly on the radar of major global activists diversifying their portfolios beyond the US. The involvement of US distressed debt investors in every collapsed company in Australia in recent years is a clear signal that further inbound activity from activists is on its way,” he said.

The report found that to date, Australia’s limited capital pool has focused the bulk of activist attention (85 per cent) on companies targeted with a market cap of less than $331 million. However, Leibler expects this to change.

“While most of the activity has targeted the smaller end of town, the report suggests that the conducive regulatory landscape in Australia is encouraging local activists to seek out foreign capital.

“Conversations with international investors on the merits of investing in Australia are happening now and provide the strongest indication yet that we’re on the cusp of something big.”

The report highlights parts of Australia’s regulatory landscape that make it conducive to activism:

• The “two strikes rule” which allows just 25 per cent of shareholders to vote down a company’s remuneration report and ultimately spill the board of directors (there is no such tool for activists in the US).
• The relatively low threshold (5 per cent of issued equity) required to call an extraordinary general meeting.
• Recent amendments to regulatory guidelines clarifying that shareholders can communicate with each other about company performance.
• The relatively high degree of institutional shareholdings due to the large superannuation fund pool.
• A strong media presence, which can quickly affect the reputation and share price of companies.

The report also suggested that another factor in the rise of activism is the acceptance of asset class as a tool to highlight governance and other issues within companies.

The big question

Question

An individual has been a director at a company for only a few weeks, but stepped down citing a clash of personality. Months later, the company of which she was a director wants to call in administrators. Will this director be prevented from sitting on other boards?

Answer

Generally speaking you should not be prevented from being a director of another company merely because your last company is now in administration.

With that said, there are some circumstances in which ASIC will look to disqualify a director – for example if in the past seven years a director has been an officer of two or more corporations at the time they failed and contributed to the corporations’ failures (s206D of the Corporations Act).

Seeing as the director was only in the role for a couple of weeks and not at the time the company was placed into administration, this potential disqualification right does not apply.

The link below is ASIC’s go-to sheet for directors going through insolvency and may help to answer any further questions.

Visit: asic.gov.au/regulatory-resources/insolvency/insolvency-for-directors/insolvency-a-guide-for-directors/