In producing annual reports and preparing for current AGMs, entities can learn lessons from the 2015 AGM season.
Our 2015 AGM survey of S&P/ASX100 entities found a marked increase in the number of protest votes:
- a slight increase in ‘first strikes” against remuneration reports (4 first strikes, up from 3 strikes in our 2014 survey);
- an increase in ‘near misses’ of more than 20% ‘ no votes’ on remuneration reports (3 near misses, up from 1 near miss in our 2014 AGM survey); and
- a significant number of high protest votes for other entities (including over 15% ‘no votes’ for banks Westpac and ANZ).
No entities in the S&P/ASX100 received second strikes against their remuneration reports and, accordingly, no resolutions were passed to hold spill meetings.
For our full 2015 AGM survey, please click here.
After the criticisms for the 2014 AGM season, almost all S&P/ASX 100 companies now vote on their remuneration reports by a poll (90 entities) rather than by a show of hands (6 entities).
Three companies (AGL, Origin Energy and ANZ) all had shareholder requisitioned resolutions relating to environmental matters. In each case, they failed to pass. For ANZ, the scope of the proposed resolution was not limited to environmental matters; it sought to amend the company’s constitution to authorise non-binding advisory votes by shareholders to express opinions or request information about how directors can exercise their powers.
It will be interesting to see how similar shareholder activism plays out for the 2016 AGM season, given the economic, environmental and social sustainability risk disclosures contained in Recommendation 7.4, introduced in the third edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations. ASX has announced that KPMG’s review of 2015 annual reports found disclosure in connection with the new recommendation was poor (for more information, see our article here).