Shareholder proposals

Shareholder proposals focused mainly on fossil fuel producers and the banks who finance them. We did not see significant numbers of shareholder proposals related to the social aspect of ESG compared with previous years, which mostly related to supply chains, modern slavery and First Nations engagement.

Proxy fights

There was a spike in proxy fights across the market. The AGL Energy Limited director election battle was widely reported but shareholders seeking board changes were observed up and down the ASX, affecting companies such as TNG, Ten Sixty Four, Pacific Smiles and Namoi Cotton.

Say on Climate

We’ve seen mixed support for Say on Climate resolutions, with some proxy advisors recommending against, particularly for shareholder resolutions. For more on the outcome of these resolutions, see the Say on Climate piece.

Constitutional amendments regarding virtual meetings

These were often proposed to bring the company in line with the Corporations Act and ASX Listing Rules. Proxy advisors nonetheless recommended against such resolutions where the company:

  • Had not provided assurance that virtual meetings will allow for reasonable shareholder participation; or
  • Had not demonstrated that virtual meetings are not intended to replace in-person meetings.

To avoid advisors recommending against such amendments, companies need to be explicit as to when they will seek to hold virtual meetings instead of in-person or hybrid meetings.

“Companies should choose the most appropriate AGM format to suit their shareholder base. It’s also important that companies continue to recognise the importance of engaging proxy advisors early, whilst trying to improve engagement with retail investors through the testing of different tactics like virtual or in-person investor days.”

Ian Matheson CEO, Australian Investor Relations Association;


Always a contentious topic at AGMs, so it proved again in 2022. See the separate remuneration article in this report.

Director accountability

  • This is a significant issue right now, with ASIC’s launch of proceedings against current and former directors of Star Entertainment, and the Chairman of EML Payments not being re-elected at the company’s AGM.
  • Cybersecurity is a big, and growing, issue and will continue to grow in importance in the future. See separate Cybersecurity piece in this report.
Georgeson’s Insights
  • To reduce the risk of activist shareholders unexpectedly launching attacks, companies who believe they are at risk should keep a close eye on new investors on the register, both institutions and individual retail shareholders.
  • Companies should continue engaging with proxy advisors and the individuals within investment houses that lodge AGM votes.
  • Through Georgeson, your company can track votes lodged with custodians and other intermediaries so you have a complete view of who has voted and how.


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