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Australia

michelle Duncan, Partner Paul Hastings (London)

The percentage of women on boards of companies listed on the Australian Stock Exchange (ASX) 200 increased significantly in 2010 and 2011. Figures for women on ASX 200 boards are currently at a historic high. As of May 23, 2012 the percentage of women on ASX 200 boards was 14.2 percent. In 2011 and 2012, women comprised 28 percent and 24 percent, respectively, of new appointments to ASX 200 boards.1

However, there is still a significant way to go. A total of 60 boards in the ASX 200 do not have any women directors, which compares badly with not-for-profit boards, which boast a far higher proportion of female directors.2

Corporate Governance Code

On June 30, 2010, the ASX Corporate Governance Council introduced a number of changes to its Corporate Governance Principles & Recommendations (2nd edition) relating to diversity. These requirements include:

• Establishingadiversitypolicyanddisclosingthatpolicy

• Disclosureofgenderdiversityobjectivesandprogress

• Disclosureoftheproportionof:(a)womenemployeesinthewholeorganization;(b)womeninseniorexecutive positions; and (c) women on the company’s board

• Disclosureofboardselectionprocesses

The changes apply to all entities listed on the ASX and came into effect for the financial year commencing 1 January 2011. All ASX-listed entities are required to either comply with the new recommendations and amendments, or explain in their annual report why they have not done so.

In addition to the above governance initiatives, various schemes have been set up to help foster the increased presence of women in corporate board rooms in Australia:

• PublishedGuidance

The Australian Institute of Company Directors has published guidance explaining the changes to the ASX Corporate Governance Principles and Recommendations, which includes a sample diversity policy and strategy document.

• Mentoringprograms

The Australian Institute of Company Directors has launched mentoring programs such as the Chairmen’s Mentoring Program, first launched in April 2010. Under these programs, leading chairmen and senior directors of ASX 200 companies, as well as public sector and not-for-profit boards, mentor qualified women over a 12-month period. Under a separate program run by the Business Council of Australia, Chief Executive Officers mentor leading female executives for more senior roles and board positions.

• Scholarshipprograms

The Australian Institute of Company Directors offers scholarships for women who wish to undertake training to support their directorship careers.

• Traininganddevelopmentprograms

1 Australian Institute of Company Directors.

2 Australian Institute of Company Directors.

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Various training and development programs have been implemented. One such training program is “Board Ready”, a skills-building and development program established by the Australian Institute of Company Directors, which sets out to build board-level capability among senior executives in the application of boardroom behaviors and practices. Companies that have participated in Board Ready include Westpac, Insurance Australia Group and PriceWaterhouseCoopers.

Legislative Developments

In 2012, the Australian Government introduced the Equal Opportunity for Women in the Workplace Amendment Bill 2012 that would amend the Equal Opportunity for Women in the Workplace Act 1999 (the “Act”) and the Equal Opportunity for Women in the Workplace Agency (the “Agency”). If passed, the Act will be expanded to men and the Act will be re-named the Workplace Gender Equality Act 2012. The Agency will be known as the Workplace Gender Equality Agency. The Act and Agency are important components of the Australian Government’s efforts to support and improve women’s workforce participation, and to increase equality in the workplace. The new legislation was introduced to Parliament and read a first time in March 2012.

Under the Act, employers with 100 or more employees will be required to report annually against a set of gender equality indicators, focussing on outcomes. Non-compliant organisations will be named in Parliament and more widely. Organisations with fewer than 100 employees are not required to report, but they are able to access the Agency’s education and incentive activities.

Conclusion

Significant progress has been made in Austrialia to date, and many other countries look to successes in Australia as an example of what they would like to achieve. However, as Claire Braund, a director for Women on Boards3 commented in an interview with the Sustainability Report, there are still many challenges ahead:

“I think what’s happened is that all the easy gains have been made and it’s going to get tougher,” she said. “If you look at the ASX50, it’s at 20 percent representation. It’s the ASX100-plus where things get harder. It means broadening their definition of what a good director can be. In the listed mining sector, for example, you get small listed companies that think you have got to have mining experience to be a good mining company director. Often, they still haven’t moved on from the people who were on the board at IPO.” 4

3 http://www.womenonboards.org.au/about/.

4 Rachel Alembakis “Women make gains on corporate boards” June 22, 2012, The Sustainability report.

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New Zealand

michelle Duncan, Partner Paul Hastings (London)

As the first country to give women the vote, New Zealand has historically had a strong record of gender equality in high profile public positions and recently had all its top constitutional roles filled by women. However, this progress and approach has not been reflected at the highest levels of corporations in New Zealand.

As reported in the New Zealand Census of Women’s Participation 2010, women hold 9.32 percent of board directorships of the top 100 New Zealand companies by market capitalisation. This comprises 58 directorships held by 45 women in 43 companies out of a total of 622 directorships. This represents no increase since 2008.

Ralph Chivers, Head of New Zealand’s Institute of Directors, highlighted the lack of female representation at the highest level of New Zealand’s corporations: “There is no shortage of women who aspire to work at that level, or potentially suitable candidates. Women have told us they have difficulty getting noticed for opportunities to be promoted.” 5

To counter this situation, in 2012 New Zealand’s Institute of Directors implemented an annual mentoring program, called “Mentoring for Diversity”, offering 30 experienced women directors the chance to hone their governance skills and improve their visibility through mentoring by chairmen and senior directors. The long term aim of the scheme is to help mentees achieve board membership of NXZ Top 100 and large company boards through the advice, guidance and support of their mentors.

Further, in May 2012, interested parties made submissions to the New Zealand Stock Exchange on a proposed amendment to the NZSX/NZDX Listing Rules that would require listed companies to disclose in annual reports the gender composition of their boards, subsidiary boards and senior management, similar to rules established in Australia.

The consultation document on the proposed rule change states, “There is credible research based evidence which suggests that diversity in a variety of forms, and gender diversity in particular, contributes to improved performance at both Board and senior management level. It promotes diversity of thought which stimulates more innovative problem solving and may promote identification and better management of risk.”6

The consultation document also asks respondents to consider alternative approaches to the issue of diversity on corporate boards. Specific alternatives that are discussed include those that would:

• requirecompaniestomeasureandreportonthecompositionoftheirboards,seniormanagementteamandsubsidiary boards in respect of other aspects of diversity;

• requirecompaniestodisclosewhetherornottheymaintainadiversitypolicy,andifsotodescribethecontent of that policy;

• requirecompaniestomaintainadiversitypolicythatincludesmeasurableobjectivesandtoincludeintheirAnnual Report a description on progress against such objectives;

• prescribemandatoryquotasforboardcompositioninrelationtogender;and

• notrequireIssuerstomeasureorreportonanyaspectofgenderdiversity(i.e.nodiversityreportingRuleatall).

5 Sue Moroney “Women on Boards – NZ’s dismal record” February 9 2012.

6 NZX Limited – Main Board/Debt Market Consultation Memorandum - March 2012.

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The 2011 Annual Report of New Zealand’s Ministry of Women’s Affairs points to the work done in the year 2010-2011 to encourage more women on boards of New Zealand companies, which included: 7

• Implementationofnewweb-basedresource,“WomenonBoards”,whichprovidesextensiveinformationandadvice for current and prospective women directors. The site includes ‘My Board Strengths’, an interactive self-assessment tool that gives tailored feedback and advice to women on developing their governance competencies and targeting board roles that fit their skills and experience;

• Presentationsonwomeninleadershiptogroupsofwomenlawyers,accountantsandotheraspiringwomendirectors. The presentations included advice on how to create a personal strategy to develop governance experience;

• Provisionofindividualisedgovernancecareeradvicetoover50womendirectors;and

• Workwithstakeholderorganisationstostimulatearangeofcomplementaryprogrammestoencouragestakeholders to influence change within their networks. During the year Chartered Secretaries New Zealand, the Institute of Directors and the Trans-Tasman Business Circle implemented new initiatives to promote and encourage women into leadership positions.

Conclusion

New Zealand still lags behind Australia in tackling the problem of getting more women into corporate boardrooms. However, the proposed amendment to the NZSX/NZDX Listing Rules represents a positive step forward and is indicative of an increased determination on the part of campaigners in New Zealand to make positive progress.

This determination is exemplified in the 25 Percent Group, which was established in June 2012 and comprises chairs and CEOs from a selection of private, publicly-listed and multi-national companies committed to achieving diversity in New Zealand boardrooms. It has set a voluntary target of at least 25 percent women overall on New Zealand’s boards by 2015. The aim is that this will be done through initiatives within member organisations, transforming corporate culture and sharing information.

7 Annual Report 2011 Ministry of Women’s Affairs – For the year ended 30 June 2011.