2024 Australia and New Zealand Season Review

• A high level of “strikes” against remuneration reports in 2024 reinforces the trend: There were 40 “strikes” (25 percent or more of votes) against the remuneration resolution in ASX300 companies, being consistent with the record high level of 42 strikes in 2023. This is compared with the previous highs of 28 strikes in 2020 and 2021. On an increasing basis in recent years, investors are utilizing the ‘say on pay’ resolution to voice their concerns for governance and performance failures, and expectations for management accountability.
• Trends in director accountability remain unchanged: While some shareholders targeted directors on board composition issues which included non-independence, overboarding and diversity, the prevalence of elevated votes against director elections appeared to reflect shareholder concerns for accountability of certain directors for governance issues. In the Australian market, however, it is widely observed that directors typically announce impending departures or stand down from boards ahead of any voting at an AGM in response to market pressures for accountability.
• Climate proposals remained subdued in 2024: A mere 2 management-endorsed and 8 shareholder proposals were presented for a shareholder vote in 2024. Similarly, only 3 management-endorsed proposals were seen in 2023 with an additional 6 shareholder proposals. At the Woodside Energy AGM, the market saw the first-ever management-endorsed resolution failing to pass.

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