Compliance & Ethics

The Board of Appeal of the European Supervisory Authorities published a signed declaration of commitment and interests from alternate member Matthias Haentjens, as required by Article 59(6) of the ESA founding regulations. The filing is routine and creates no new obligations for regulated firms. It does reinforce the independence safeguards behind the appeals process that firms may use to challenge ESA decisions.

The SEC has issued two proposing releases. One would rescind Rule 14a-8 (the federal shareholder proposal rule) and amend Rule 14a-4 on discretionary proxy authority. The other would modernize four proxy solicitation rules. If adopted, shareholder proposal governance would shift largely to state law and company governing documents, and several federal filing and timing requirements would be eliminated or shortened. Compliance and corporate governance teams should begin assessing operational and legal impacts now and consider submitting comments.

ASIC's Form 105 is a cover page that must accompany each office copy of a court order lodged under the Corporations Act 2001. It is a procedural form and does not introduce new obligations, but errors in completing or lodging it can mean a filing is not treated as lodged and may incur late fees. Compliance and legal teams should confirm their lodgement processes match the form's requirements.

The Norway Financial Supervisory Authority has listed a warning about AVCS Systemgroup Securities Pty Ltd, which the Dutch Authority for the Financial Markets (AFM) classified under its "boiler room" warnings. Compliance teams should treat the entity as a potential investment fraud risk and screen for any direct or indirect exposure.

The Norway Financial Supervisory Authority (Finanstilsynet) has published a warning about Neowintech, apparently relaying an alert issued by Portugal's securities regulator, the CMVM. Compliance teams should treat Neowintech as a potentially unauthorized or fraudulent investment entity and screen for any exposure. The source material is very limited, so details need to be verified directly.

The SEC has proposed rescinding Exchange Act Rule 14a-8, which would end the federal framework governing shareholder proposals and defer to State law and company governing documents. It would also amend Rule 14a-4 to broaden the circumstances in which companies may use discretionary voting authority on proposals not included in their proxy materials. Compliance and corporate governance teams should assess the potential effect on shareholder engagement, proxy processes, and legal risk.

ASIC's Form 379 (version dated 3 March 2023) lets eligible individuals suppress their usual residential address on the public register by substituting an alternative address. Compliance teams must track strict change-notification deadlines and use the correct lodgement channel, because a misfiled change can expose a protected address publicly. Note that the item is labeled a press release but is a prescribed form with its guide, not a new rule or policy change.