Institutional Shareholder Services (ISS) released updated Australian Proxy Voting Guidelines applicable to meetings held after 1 February 2022, with a summary of changes provided below.
Virtual shareholder meeting proposals
ISS is generally supportive of proposals that allow the company to convene hybrid shareholder meetings.1 They will recommend against proposals that allow the company to convene virtual-only shareholder meetings, even if there is a carve-out for “exceptional circumstance”.
- Rather than amend Company Constitutions, Companies were able to rely on the ASIC relief to hold virtual-only meetings in the exceptional circumstances of the COVID-19 pandemic.
- Hybrid shareholder meetings require the use of the right technological interface that gives virtual and in person shareholders equal access and participation to execute their rights.
ISS will generally vote against the chair of the nomination committee or chairman of the board (or other relevant directors on a case-by-case basis) if:
- The company is a large Australian listed entity and included in the S&P/ASX300 Index, and the board does not comprise at least 30 percent female representation.
- For any company that has no women on the board.
Exceptional circumstances from this vote recommendation which may be considered on a case-by-case basis may include:
- The company complies with the standard in the preceding year, and publicly available disclosure by the company of a search being undertaken and firm commitment to meet the gender diversity standard in the next year;
- Non-operating exploration or research & development entities which typically have small boards of three directors; or
- Other relevant factors.
This year ISS has updated their gender diversity requirements in line with Recommendation 1.5 of the ASX Corporate Governance Council Principles and Recommendations (4th Edition 2019), which states that a listed entity should have and disclose a diversity policy, set measurable objectives for achieving gender diversity, and disclose these measurable objectives and progress towards achieving those objectives.
Say on Climate management proposals
ISS will continue to vote case-by-case on management proposals that request shareholders to approve the company’s climate transition action plan, considering the completeness and rigor of the plan.
Information that will be considered where available includes the following:
- The extent to which the company’s climate related disclosures are in line with TCFD recommendations and meet other market standards;
- Disclosure of its operational and supply chain GHG emissions (Scopes 1, 2, and 3);
- The completeness and rigor of company’s short-, medium-, and long-term targets for reducing operational and supply chain GHG emissions (Scopes 1, 2, and 3 if relevant);
- Whether the company has sought and approved third-party approval and its targets are science-based;
- Whether the company has made a commitment to be “net zero” for operational and supply chain emissions (Scopes 1, 2, and 3) by 2050;
- Whether the company discloses a commitment to report on the implementation of its plan in subsequent years;
- Disclosure of how the company’s lobbying activities and its capital expenditures align with company strategy;
- Whether there are specific industry decarbonisation challenges; and
- The company’s related commitment, disclosure, and performance compared to its industry peers.
These guidelines further reinforce the market expectation of TCFD-aligned disclosures for climate strategy, third-party approval for science-based targets and the assurance of climate data. A Say on Climate resolution should not be the sole way a company engages with shareholders on its climate strategy and disclosures. Stakeholder engagement can ensure that the strategy is aligned with stakeholder expectations and that the disclosure of strategy, targets and performance is clearly and transparently articulated. To ensure the message gets across, key services include institutional and retail roadshows, investor and proxy advisor meetings and even outbound phone campaigns canvassing retail shareholder sentiment.
Say on Climate shareholder proposal
ISS will continue to vote case-by-case on shareholder proposals that request the company to disclose a report providing its GHG emissions levels and reduction targets and/or its upcoming/approved climate transition action plan and provide shareholders the opportunity to express approval or disapproval of its GHG emissions reduction plan, taking into account information such as the following:
- The completeness and rigor of the company’s climate-related disclosure;
- The company’s actual GHG emissions performance;
- Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to its GHG emissions; and
- Whether the proposal’s request is unduly burdensome (scope or timeframe) or overly prescriptive.
ASIC has released new guidance for superannuation and managed funds on how to avoid ‘greenwashing’2. This heightened scrutiny on financial products will likely flow through to the underlying listed investment, reinforcing the need for robust comparable disclosures across all ESG issues.
If you would like to know how the recommendations of ISS, or other proxy advisors, impact the voting decisions of your shareholders, please contact the Georgeson team.
Country Head & Managing Director – Australia
+61 466 813 428
+61 466 463 135
Corporate Governance Associate
+61 487 581 315
1The term “hybrid shareholder meeting” refers to an in-person (or physical meeting) in which shareholders are permitted to concurrently participate using online or electronic technology.