Winning back the trust

AMP Ltd and AMP Bank chair Debra Hazelton GAICD is up for the challenge of restoring the tarnished reputation of the almost 175-year-old financial services giant.

As AMP chair Debra Hazelton GAICD seeks to reverse the financial company’s fortunes and win back the trust of its customers, shareholders and regulators, she listens carefully to the views of stakeholders. For directors to act in the best long-term interests of their organisation, she feels they must note a wide range of stakeholder opinion.

“Directors have to listen to all other relevant stakeholders because so many of their interests are interlinked and, in fact, interdependent,” says Hazelton. “It’s easier to do that if you think of stakeholder interests and opinions as offering opportunities as well as risks to be mitigated.”

Stakeholders at AMP include institutional shareholders and a diverse group of around 500,000 retail shareholders. “Those shareholders give us the capital to make investments, to grow, to innovate — so we have to take them very seriously,” says Hazelton. “But obviously, the board also has an obligation to create sustainable equitable futures for our customers, our community, our people, the environment. The governance and stewardship for us is not only looking at business strategies, but looking at all the other enablers around how to create value for customers, our people and the communities and environment [in which] we work.”

Of course, AMP has many other stakeholders in addition to its shareholders. There are regulators and also the government in its role as policy setter, as well as customers and, according to Hazelton, it could be argued even proxy advisers. Its board also literally "listens" to the customer, with a customer advocate reporting at board meetings, including playing recordings of contact centre calls.

Hazelton joined the board of AMP Capital — previously the investment manager arm of the AMP — in 2018, then joined the board of AMP itself after the banking Royal Commission in 2019, taking over as chair when David Murray AO stood down in 2020, in the wake of concerns about the company’s handling of allegations of sexual harassment in the company. It was a painful time for the 174-year- old organisation, reeling from revelations it had charged superannuation customers fees for no service and kept incidents of sexual harassment secret. AMP’s share price slumped to new lows.

Then in September 2022, came more bad news for AMP’s reputation, in the form of a ruling by the Federal Court ordering five companies that were part of AMP Group to pay a total $14.5m in penalties for charging fees for services that were not provided to 1452 superannuation members.

“It’s very difficult turning around a company that has reputational damage because, as we all know, reputations are ruined quickly and rebuilt very slowly,” says Hazelton. “It goes back to rebuilding that trust in all your stakeholders. That takes a long time so, of course, can be quite frustrating because you’re not in control of all the factors.”

Listen to your stakeholders

Boards have always taken account of stakeholder interests to some extent, but in Hazelton's view that requirement has accelerated and there is a broader range of stakeholders. Directors need to consider each stakeholder group’s priorities and how much weight to give each one in their decision-making. For instance, for a company like AMP, stakeholders will have much stronger views on issues such as responsible investing than they did a decade ago — so their level of involvement and degree of influence in the business has changed.

But directors must also monitor long-term value creation, which provides clarity over the organisation’s purpose and should sit beside looking after social and environmental considerations. Hazelton draws a direct line between looking after the long-term interests of shareholders and stakeholder opinion.

“If you think of the board’s role as making decisions on behalf of the company for its shareholders and to invest investors’ capital, to make that business sustainable, they need to understand what the stakeholders require to support, and continue to support, that business,” she says. “Without listening to stakeholders, you just can’t make informed decisions.”

Hazelton’s comments come alongside a growing recognition of the need for directors to take into account a wide range of views.

“While shareholders/members’ interests are central, directors can and should also consider a range of stakeholder interests — doing so is often necessary to protect an organisation’s reputation and ensure its sustainability,” the AICD wrote in a practice statement on directors’ best interest duty, released last year.

It drew on an AICD-commissioned legal opinion from barristers Bret Walker AO SC and Gerald Ng MAICD that directors have considerable discretion in identifying the best interests of a company and its shareholders/members, and the courts will not second-guess business decisions — unless they are manifestly unreasonable.

“As a guiding principle, directors should take a long-term view of where the company’s interests lie, while seeking to maintain as respectful and transparent a relationship as possible with stakeholder groups,” wrote the AICD.

Wealth of experience

Hazelton has extensive experience in financial services. After completing a Master of Commerce and Finance at the University of NSW, she spent close to two decades with the Commonwealth Bank in Australia and Japan, and more than a decade with Japanese bank Mizuho. She has also served as a board director on the Department of Foreign Affairs and Trade’s Australia-Japan Foundation, as a Japan Advisory Committee member at the Australian Chamber Orchestra, and as a principal of Kokusai Business Advisory, which aims to facilitate business between Australia and Japan. She is also a non-executive director of the Treasury Corporation of Victoria and PERSOL Asia Pacific.

Hazelton describes the responsibilities and challenges of turning the business around and re-establishing trust and respect of all stakeholders of the role as daunting. When she first took the AMP chair, in the midst of the COVID-19 pandemic, she identified major stakeholders and set up calls, including with proxy advisers and external advisers on reputation. She identified and established a baseline and data to monitor improvement.

Addressing the issues

The AMP investor relations team does the heavy lifting on stakeholder engagement, with the CEO as its public face. The board is accessible for issues it needs to be involved in. Hazelton interacts with stakeholders once every week or two, sometimes just for a check-in. “It’s not like you’re running around talking to all these stakeholders, but you’ve got line of sight and you are available to deal with the very senior, very critical issues,” she says.

“And you’ve got a system and processes set up so that you’re hopefully not going to miss important stakeholder voices. We need to rebuild trust and respect among our stakeholders. That probably means we are more open to being accessible than some other directors might be.”

AMP has standing items on its board agendas to address major stakeholders, alongside other standing items such as finances and results. Hazelton identifies three that have become much more prominent in boards’ deliberations — sustainability and ESG, corporate culture, and the role the company plays in society.

Sustainability and ESG incorporate climate change and responsible investing. When considering workplace culture, boards are looking for evidence of diversity and inclusion, strong leadership and zero tolerance for poor behaviour.

“With our role in society, we’re all thinking about the fact that we need to meet the needs of today’s business, but also make sure we’re not compromising,” says Hazelton. “And, in fact, that we’re enhancing the future for our various stakeholders, including the shareholders.”

All of these issues are played out around the AMP board table. The board has formed an ESG and sustainability advisory group, which is chaired by independent non-executive director Andrea Slattery FAICD and also includes Hazelton. The group works with the management team and aims to enhance knowledge around the different expectations of various stakeholders and the different disclosure requirements. The company’s sustainability report achieves best practice in disclosing AMP’s ESG commitments and how it delivers against them, says Hazelton, adding that disclosures form a “huge part” of its interaction with stakeholders.

Addressing inclusion, the company has established a Reconciliation Action Plan to build on its contribution towards reconciliation and improve AMP’s services and economic participation in Aboriginal and Torres Strait Islander communities and enterprises. It has also established AMProud, an AMP-wide LGBTIQ+ inclusion group.

Workplace culture

Workplace culture has also been a major focus for Hazelton, who says she has been aware of the issue across the financial services sector since she worked in dealing rooms in the 1990s.

Certainly, AMP has faced allegations of cultural issues. In August 2020, Senator Deborah O’Neill used parliamentary privilege to allege a former AMP employee was threatened with termination if she did not sign a non-disclosure agreement (NDA) preventing her from talking about sexual harassment she allegedly endured at work. That same month, in a separate incident, chair Murray and director John Fraser MAICD resigned amid investor concerns that the company had promoted money manager Boe Pahari to lead AMP Capital despite being fined for allegedly harassing a former female subordinate.

After taking the AMP chair, Hazelton established a board workplace committee to bring in experts to conduct an independent review of the culture. In turn, the results were translated into a management action plan, which she says ultimately delivered on all of its 69 “quite ambitious” initiatives, ranging from policy to training to consequence for management.

She is proud that a team of 10 AMP employees worked with Sex Discrimination Commissioner Kate Jenkins GAICD on developing a practical guide for businesses to improve their workplace sexual harassment frameworks by implementing findings and recommendations of the Respect@Work: Sexual Harassment National Inquiry Report (2020).

In August this year, CEO Alexis George GAICD relaunched AMP’s purpose and values and pledged that it would be a purpose-led organisation.

“We see ourselves as the custodians of the wealth and retirement funds of the people of Australia and New Zealand — and that’s a very big responsibility because it impacts not only individuals, but society itself,” says Hazelton. “We take that very seriously. I guess that’s about creating financial wellness, financial literacy programs and making sure people are included.”

It is also working with the government to make financial advice more accessible and affordable, last year launching its MyNorth Lifetime retirement solution “to help more Australians achieve a better- quality life throughout retirement by combining the flexibility of an account-based pension with the lifetime cash flow features of annuities”.

Regaining trust

In the wake of the banking Royal Commission findings in 2019 (that AMP was charging a fee for no service on customer superannuation accounts and misleading regulators about it) a newly appointed board reconsidered the direction of the company and decided it needed to win back the trust of stakeholders, including shareholders. This involves delivering on what the company says it will do and increasing its transparency as much as possible. Hazelton says the company has met those objectives.

The quality and detail of disclosures has increased from five or 10 years ago, driven by global standards across ESG metrics. For instance, in 2022 it disclosed metrics relating to workplace sexual harassment for the first time. These metrics revealed that the company investigated five sexual harassment complaints in each of the past two years, three of which were substantiated. The remainder — unsubstantiated because they lacked evidence — were withdrawn or settled informally between the parties.

The revelations brought AMP a lot of criticism, which Hazelton says reveals the danger with disclosures and transparency, because there are different levels of maturity in the market.

AMP has also delivered on its strategic plank of simplifying the company and growing strategically important parts of the business, says Hazelton, noting the company’s business portfolio was made up of two parts that “really didn’t stick together very well strategically any more”. On one side was the Australian wealth management business and retail-focused bank, on the other a private equity-style funds management business.

Last year the business delivered on five “really complex” transactions including the sale of its Global Equities and Fixed Income (GEFI) business to Macquarie Asset Management, its infrastructure debt platform to Ares Holdings, and its real estate and domestic infrastructure equity business to Dexus Funds Management.

Hazelton says that two years ago, stakeholders would probably have doubted AMP’s capability to execute such transactions. As of January this year, the company’s share price was up about 50 per cent from January 2022 (but still some 80 per cent lower than its 10-year peak in 2015).

“I’m up for the challenge,” she says. “If I think I’m capable of delivering, I’ll give it my best shot. I’m a really hard worker and have a terrific board around me. I like ambiguity and complexity. I’m enjoying it now much more than I was in the early stages because I feel we’ve made huge progress and there’s a recognition internally among our people [about] their purpose and values. They can work and live to them, which is very rewarding.”

Five years of turbulence

2018

• AMP faces damaging revelations at banking Royal Commission. Admits to charging clients “fees for no service” and misleading ASIC
• ASIC begins investigation of AMP
• April: $2.2b wiped off AMP market value
• 20 April: CEO Craig Miller resigns, accepting responsibility for, but denying knowledge of, misconduct
• AMP board member and former IAG CEO Mike Wilkins AO FAICD appointed interim CEO
• 30 April: Chair Catherine Brenner FAICD resigns, replaced by David Murray AO

2019

• November: 2500 customers paid a share of $900,000 (including fees charged and lost earnings)

2020

• August: Chair David Murray AO and director John Fraser MAICD resign after shareholder protest over company’s handling of sexual allegations against a senior executive
• Debra Hazelton GAICD appointed chair
• AMP Life sold to Resolution Life

2021

• February: US private equity group Ares Management withdraws $6b bid for AMP
• July: ASIC launches civil penalty proceedings against six AMP companies
• August: Alexis George GAICD appointed CEO
• August: AMP announces plans for new financial advice model

2022

• 20 September: Federal Court fines AMP $14.6m for misconduct