What’s Up Down Under: Australia Peak AGM Season Snapshot
29 October 2025
Australia’s peak AGM season is underway in earnest, with climate- and remuneration-related resolutions seeing some notable cases of shareholders showing their dissatisfaction with companies.
Shareholder proposals in Australia are relatively rare, with Australian companies not allowing shareholders to file advisory resolutions unless they are explicitly permitted in a company’s constitution. Thus, investors typically file a binding shareholder proposal seeking to amend the constitution to introduce the shareholder right to file advisory proposals, which must secure a supermajority vote of 75% votes in favour.
At the start of this month, AGL Energy Ltd’s climate transition plan received 40.5% shareholder dissent. This vote shows that Say on Climate continues to attract high dissent in the Australian market, with Australia still the only market to see a company’s climate plan voted down by shareholders at Woodside Energy in 2024, as was recently highlighted in Minerva Analytics’ Australia peak season preview. At Woodside’s 2025 AGM held in May, around 20% of shareholders withheld support on the re-election of Sustainability Committee Chair Ann Pickard highlighting ongoing concerns regarding the firm’s climate disclosures and strategy.
At its AGM last week, energy infrastructure company APA Group sought approval of its climate transition plan. The meeting saw 8.9% of votes cast against the climate transition plan, while 12.6% of votes were cast to abstain, meaning that combined more than one fifth of APA Group’s shareholders did not support the plan. Separarely, mining firm South32 Ltd saw 20.9% of shareholders withhold support on its climate transition plan.
Minerva Analytics’ 2025 Proxy Season Review published earlier this month highlighted that the number of Say on Climate resolutions had decreased in the UK and did not change in Europe, while there were none in the US for a fourth consecutive year. Average support for Say on Climate votes saw slight increases both in Europe and the UK during the 2025 proxy season, however early voting results this year indicate Australia Say on Climate votes continue to be contentious items.
Shareholders had also filed a proposal at APA Group requesting enhanced disclosure on climate risk safeguarding and how planned capital expenditures aligned with climate commitments. As the proposal was conditional on resolutions filed by shareholders to amend the constitution which failed to obtain a 75%, it could not be carried forward at the meeting – although the Company reported that 15.7% of shareholders voted in favour of the proposal. Earlier in the year, Macquarie Group also faced a proposal on climate risk, particularly the investment bank’s role in fossil fuel financing projects. The Macquarie proposal received 35% votes in favour which clearly shows that shareholders are apprehensive of how financial institutions manage transition risks.
Remuneration is also a key focus for shareholders in Australia, with an increase in the number of ‘remuneration strikes’ in recent years
Sustainable packaging solutions provider Orara Ltd received 48.4% dissent on its remuneration report at its 15 October AGM. Meanwhile, Cleanaway Waste Management Ltd received 40.9% dissent on its remuneration report at its AGM on 21 October. Accordingly, the companies face a potential second strike and a board spill resolution in 2026 if shareholder concerns are not addressed.
Before Australian peak AGM season commenced, Macquarie Group faced a first strike back from shareholders with only approximately 72% of shareholders voting in favour of their remuneration report in July.
Qantas Airways notably saw shareholder dissent back in 2023, with nearly 83% of their shareholders voting against the company’s remuneration report, which signified one of the largest first strikes in Australia corporate history. At its upcoming AGM on 7 November, Qantas has put forward a management proposal requesting that shareholders vote to adopt the remuneration report for the year ended 30 June 2025, offering an opportunity for investors to cause a further upset. Qantas has faced various governance oversight concerns in recent years, especially during the scandals involving customer credits, Australian Competition and Consumer Commission litigation, and a cybersecurity incident, leading to the board conducting a governance review and initiating board renewal.
Director elections have also been an area of slightly increasing shareholder dissent. While a director is yet to have 20% dissent this Australian proxy season, some have received a notable number of dissenting votes. At autoparts manufacturer ARB Corp, 19.8% of votes were cast against the re-election of Robert Fraser. There was also 17.3% shareholder dissent against the re-election of Jackie McArthur at Cleanaway Waste Management ltd, while John Mullen received 15.1% dissent against his re-election at Treasury Wine Estates Ltd.
The Australasian Stock Exchange (ASX) held its AGM on 23 October against the backdrop of a number of governance controversies, which were explored in a Minerva Analytics article published last week. There were only proposals from management and most – including approve the grant of performance rights to CEO Helen Lofthouse – passed without significant dissent.
The level of dissent may reflect concerns regarding governance oversight due her role on key oversight committees as well independence concerns in light of her previous employment at PwC, the Company’s external auditor.
ASX recently agreed to assume responsibility for developing, approving and issuing its Corporate Governance Principles and Recommendations, effectively scrapping the long-running Corporate Governance Council – a 19-member council comprised businesses, investors and superannuation groups originally established in 2002.
The decision from ASX will essentially see the Corporate Governance Council replaced with the new advisory group. The decision comes after an unsuccessful attempt earlier this year to publish a fifth edition of the ASX Corporate Governance Principles and Recommendations, with the council unable to reach unanimous consensus on changes. The lack of agreement centred on a requirement for all ASX listed companies to guarantee women board seats and potentially promote employees based on their race, sexuality, disability, economic background or religious beliefs.
ASX is under mounting pressure, with its shares reportedly plummeting by almost 12.6% so far this year. In June, the Australian Securities and Investments Commission (ASIC) launched an investigation into ASX, saying it and the Reserve Bank of Australia had concerns over its operational viability. The inquiry panel will provide a report to ASIC by 31 March 2026, which will be made public, informing the next steps ASIC may take. The investigation further heightened tensions between ASIC and ASX. This week, ASX’s Chair said that a multi-year turnaround project at the exchange “cannot fail”.
Factors that have contributed to the drop in value of its shares include building products manufacturer James Hardie’s acquisition of sustainable outdoor living products producer Azek likely played a new consultation on extending shareholder approval requirements on transactions following over the decision. Additionally, there are ongoing issues with ASX’s Clearing House Electronic Subregister System (CHESS), with ASIC alleging that ASX engaged in false and misleading conduct and made false or misleading statements in relation to the CHESS replacement project which ran between 2017 and 2022.
Minerva Analytics’ Australia peak AGM season preview highlighted upcoming meetings to keep an eye on at supermarket giants Coles Group and Woolworths Group with both companies having come under scrutiny focusing on their seafood supply chains. At its 30 October AGM, Woolworths faces two shareholder proposals related to this topic – one to request farmed seafood reporting and the other to request adoption of a seafood sourcing policy. A further proposal requests classification of beef.
Meanwhile, Coles is similarly set to face two seafood supply chain-focused shareholder proposals at its 11 November AGM. One requests that the Board report on impacts of farmed seafood while the other request that the Company strengthen its seafood sourcing policy in line with global best practice standards. Management of both companies have recommended a vote against all of these proposals
These are just two of the 100 AGMs which are due to take place between 29 October and 28 November according to Minerva Analytics’ research. Subscribe to our weekly newsletter to be informed about our upcoming briefing on the country’s 2025 proxy season, due to be published in early 2026.
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Last Updated: 29 October 2025