Key trends leading into the 2023 AGM Season

28 September 2023

Key trends leading into the 2023 AGM Season

Tom Warner
AGM, All, ESG, Shareholder Engagement

TOM WARNER, Shareholder Analytics & Engagement

As we head into AGM season, the trends that emerged in 2022 look set to stay in 2023, with investors and proxy advisers continuing to focus on Remuneration, Climate Change, Environmental Social and Governance (ESG) issues and Board Composition.

Remuneration Reports

In 2021, 27 companies (9% of the ASX300) suffered a strike at their AGM, when more than 25% of votes opposed the acceptance of the remuneration report. While the number of strikes during the 2022 AGM season was lower, there appears to be a higher level of shareholder dissatisfaction over remuneration in the first half of 2023, when the number of strikes increased to 12%.

The number of remuneration reports receiving over 90% of shareholder approval has also dropped, quiet sharply, from 83% in 2022 to 73% in the first half of 2023. While this may, in part, be a function of stricter target metrics being set by institutional investors such as Vanguard and Dimensional in their stewardship reports, it may also, in part, be ascribed to shareholder’s taking the view that executive remuneration is not well aligned with shareholder returns. Add to that, proxy advisers such as ISS and CGI indicating they will be taking harder stances on high or poorly structured fixed and variable remuneration without a lucid explanation. A case in point might be Nufarm, where proxy advisors raised concerns about the structure of the new executive incentive plan and, despite the company showcasing positive full year results, it received an overwhelming 47% vote against its remuneration report.

Climate change & ESG

This AGM season the spotlight will once again be shone on ESG factors and the need for companies to demonstrate their strategic plan for improving performance across these issues. In the June 2023 message from HESTA, one of Australia’s largest investors, CEO Debby Blakey noted that “without active ownership, responsible investors have little ability to influence emitting companies….active ownership, using the tool of company engagement, share voting and advocacy, is more effective than divestment.”

Hesta’s stance is likely to be adopted by other investment and index funds who want the companies they invest in to establish clear plans to meet climate change targets. Commencing in 2023, ISS and CGI have indicated they will require companies to adequately disclose climate-related risks that fall in line with the Task Force on Climate-related Financial Disclosures (TCFD). ISS have specifically noted companies must include medium-term GHG reduction targets or Net Zero by 2050 GHG targets for Scope 1 and Scope 2.

Directors election/board composition

A continuing focus for proxy advisers and investors in 2023 is the election of directors and board composition. In the first half of 2023, Vanguard Investment Stewardship was particularly active in engaging with boards regarding their strategic plans towards board composition, engaging with dozens of ASX listed companies that did not meet the ASX Corporate Governance Principles’ recommendation that companies contain no less than 30% of each gender on the board. HESTA has sent letters to the chair and executives of the largest 292 ASX listed companies it invests in, with the $76bn fund saying it intends to vote against male directors in elections if the board has less than 30% female representation, and against the chair if their executive teams are male dominated.

Conclusion

Preparing for the AGM season can include the challenge for a company of making sure it achieves effective shareholder engagement before proxy deadlines. Identifying your top shareholders and understanding potential areas of concern ahead of time is crucial to a successful AGM engagement campaign. FIRST Advisers has extensive experience in managing AGM campaigns, providing insights to voting forecasts, vote tracking and proxy solicitation. While there are no guarantees of gaining shareholder support, FIRST Advisers can help with understanding issues of investor concern and communication to shareholders to maximise a company’s chances of securing its desired outcome.

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admin
All, Best Practice, ESG, Reporting

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AGM, All, ESG, Shareholder Engagement

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All, Shareholder Engagement, Voting

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AGM, All, ESG, Governance, Shareholder Engagement, Voting

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AGM, All, Governance, Voting

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All, Disclosure, Guidance, Reporting

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AGM, All, ESG, Governance

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All, ESG, Governance, NIRI, Reporting

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Best Practice, Investor Targeting, IR, NIRI, Perception Study

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All, COVID-19, Disclosure, ESG, MiFiID II, NIRI, Purpose

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Activism, All, ESG, Governance

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All, Investor Targeting, Investor Tracking, IR. Analytics, Registries, RORI

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All, IPO, IPOs, Registries

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All, Best Practice, Investor Days, IR

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All, Analytics, Investor Tracking, IR, IR. Analytics, shareholder

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All, Annual Report, IR, Reporting

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AGM, All, Governance

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All, Best Practice, ESG, Reporting

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AGM, AIRA, All, COVID-19, IPO, IR, Perception Study

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Activism, AGM, All, ESG, Governance

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First Advisers
Activism, All

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All, Investor Tracking, IR. Analytics, Registries, RORI, shareholder

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All, Best Practice, IR, Perception Study, Shareholder Engagement

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AGM, All, COBID-19, compliance, Governance, Investor Days, IR, video

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ROWAN CLARKE
AGM, All, COVID-19, Governance, Investor Days, IR, video

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ROWAN CLARKE
All, ESG, NIRI, Reporting

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All, Capital Raising, IPO, IR, Registries

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All, Analytics, Investor Tracking, IR, Short Attacks

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All, ESG, Governance, Shareholder Engagement

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Giles Rafferty
AGM, All, Best Practice, COVID-19, ESG, Governance, Shareholder Engagement

GILES RAFFERTY, Corporate Communication and Media Advisor The Coronavirus pandemic continues to ravage the world, we canvassed the three main Proxy Advisory firms operating in Australia Ownership Matters, CGI Glass Lewis and ISS to get a sense of what impact corporate and government responses to the pandemic has had on governance and their voting recommendations. Widening […]

The Convergence of ESG and Activist forces

Victoria Geddes
Activism, All, COVID-19, ESG, Governance, Reporting

VICTORIA GEDDES, Executive Director Activism during COVID A review of the impact of COVID 19 on activism globally in 2020 would suggest that it largely reinforced the trend of slowing activity that has been evident since its peak in 2018. In Australia the number of companies publically subjected to activists’ demands returned to the annual […]

How fair is your SPP?

ANNA FUGLESTAD
All, Best Practice, Capital Raising, Proxy Solicitation, shareholder, SPP

ANNA FUGLESTAD, SHAREHOLDER ENGAGEMENT Over the past year as companies have taken advantage of buoyant equities market and COVID related exemptions to undertake capital raisings, retail shareholders have jumped on the opportunity to increasing their holdings through Share Purchase Plans. FIRST Advisers recently analyzed all Share Purchase Plans that occurred between March 2020 and February […]

Who’s really on your register?

ROWAN CLARKE
All, Analytics, Investor Tracking, IR

IDENTIFYING THE BENEFICIAL OWNERS OF SHARES ROWAN CLARKE, INVESTOR RELATIONS The ability to interrogate a company’s share register to identify its beneficial owners provides important information to Directors. In addition to identifying who is making decisions to buy and sell shares, it enables the Board and senior management to identify such things as where […]

The return of Guidance

Daniel Jones
All, COVID-19, Disclosure, Guidance

DAN JONES, MANAGER SHAREHOLDER ANALYTICS In April 2020, we wrote that more than 80% of companies withdrew their FY20 guidance amid uncertainty surrounding COVID-19. During the February 2021 earnings season, we recommenced monitoring the results of S&P/ASX300 companies to establish to what extent the provision of guidance has been re-adopted and how companies are viewing […]

Locking in the Trust premium

Giles Rafferty
All, Corp Comms, ESG, media relations, Purpose

GILES RAFFERTY, Corporate Communication and Media Advisor Trust in Australian Institutions has surged during the Coronavirus pandemic to reach all-time highs. This resurgence of trust means, in Australia, the institutions of Business, Government, Media and NGO’s are all now viewed as competent where just 12 months ago only Business was seen to be so. Two institutions, […]

Fink doubles down on climate

Giles Rafferty
All, Best Practice, Disclosure, ESG, Reporting

GILES RAFFERTY, Corporate Communication and Media Advisor Restating that climate risk is investment risk, Larry Fink, the Founder, Chairman and CEO of Blackrock, the world’s biggest and arguably most powerful investor, is calling for companies to share their plans for the transition to a net zero economy in his annual letter to CEOs. Mr Fink […]

ASX introduces new ‘15% Rule’

Ben Rebbeck
All, compliance, Governance, Guidance, Reporting

Ben Rebbeck, Founding Director Recently, the ASX announced updates to Guidance Note 8 on continuous disclosure requirements in relation to earnings guidance. While the ASX retained the framework of its existing guidance in the update, its changes to Guidance Note 8 include a new ‘15% Rule’ regarding the impact of broker consensus earnings on guidance and earnings […]

The IPO Market in 2020 – the Final Scorecard

Victoria Geddes
All, Capital Raising, IPO, IR, Registries

VICTORIA GEDDES, Founding Director In September 2020 the door to the IPO market flew open and dozens of companies poured through in a rush to list before the Christmas/New Year shut down. Memories were still fresh from late 2019 when a promising IPO market was stopped dead in tracks in October as several high profile […]

2020! A year like no other

First Advisers
All, COVID-19, ESG, Guidance

2020 was a year filled with extreme and extraordinary events. All of which played out in the context of the extraordinary global health crisis that is the Coronavirus pandemic. A year of extremes Here in Australia we endured bush fire disasters, the death of the Holden car brand and the tragedy of SAS war crimes […]

ESG Reporting among the ASX300

Daniel Jones
All, ESG, IR, Reporting

DAN JONES, Manager Shareholder Analytics As institutional investors increasingly demand more accountability for Environmental, Social and Governance (ESG) performance, companies face pressure to improve their standards of ESG reporting. However, unlike financial data, ESG information has no legislated or regulatory reporting guidelines or formats so the mechanism for delivery and any adoption of a reporting […]

Video with vim and vigour

Giles Rafferty
All, Corp Comms, COVID-19, video

GILES RAFFERTY, Corporate Communications and Media Advisor The camera never lies! A broad statement that still holds true despite the incredible advances in software to manipulate digital imagery. The cameras built into smartphones and laptops are amazingly sophisticated but are no guarantee that a video presentation will look good or be engaging. If you don’t […]

REVISITING SAME-DAY REPORTING TWO YEARS ON

Victoria Geddes
All, Annual Report, Reporting

Between 2016 and 2018, FIRST Advisers monitored how long companies took to release their Annual Report following the release of their Financial Results. The implementation of Same-Day Reporting has become an industry standard in terms of best practice investor relations because it reflects a commitment to release this document at a time when it has […]

The IPO window is wide open, but for how long?

Victoria Geddes
All, ASX Listing, IPO

VICTORIA GEDDES, Executive Director. The IPO window has unexpectedly opened after more than 18 months of subdued activity. Given the slowdown since February due to COVID-19 and the level of uncertainty surrounding the outlook for economic growth, no-one was banking on a quick return in 2020 to the levels of activity that the market had enjoyed […]

TOP TEN TIPS FOR IPO COMPANIES

Victoria Geddes
All, ASX Listing, Disclosure, Guidance, IPO, IR, IR website, Shareholder Engagement

VICTORIA GEDDES, Executive Director. As the market braces for an avalanche of IPOs to hit the market in the December quarter, it is time to review our playbook for IPO investor relations, to highlight just what it takes to maximise the chances of a successful life after listing. Here are our top 10 Investor Relations tips […]

Compliance update: Capital raising relief extended

First Advisers
All, ASIC, Capital Raising, compliance, COVID-19

This month, ASIC extended its temporary relief for capital raisings aimed to assist listed entities affected by the COVID-19 pandemic to raise capital in a quicker and less costly way without undermining investor protection. The temporary measures were due to expire in October 2020. The temporary measures will now expire on 1 January 2021. The […]

Activism in 2020

First Advisers
Activism, All, Governance

VICTORIA GEDDES, Executive Director. At FIRST Advisers we pay close attention to the activist space in Australia, having worked on many campaigns for both activists and companies over the past ten years. In our monthly newsletter we have a regular slot that summarises for our readers the various activist campaigns over that month and we […]

Assessment of Virtual AGMs — Must try harder!

Ben Rebbeck
AGM, All, Best Practice, COVID-19, Governance, video

BEN REBBECK, EXECUTIVE DIRECTOR As the repercussions of the COVID pandemic started to impact the corporate sector ASIC, the Australian corporate regulator, following advice and prompting from their foreign counterparts, allowed Australian listed companies to hold fully virtual Annual General Meetings. ASIC’s pathway to enable virtual AGMs, as they were the first to admit, was […]

Corporate Purpose during the Coronavirus pandemic

Giles Rafferty
All, Corp Comms, COVID-19, Governance, Purpose

GILES RAFFERTY, Corporate Communications and Media Advisor, writing for the Winter 2020 Issue of Listed@ASX. What does the Coronavirus pandemic and the ‘new normal’, that is expected to emerge in its wake, mean for a Company’s purpose? As the pandemic surges across the globe many senior corporate leaders will, rightly, view the immediate purpose of […]

A new number 3 share registry

Giles Rafferty
All, Analytics, Investor Tracking, Registries

GILES RAFFERTY, Corporate Communications. An interview with Ben Kay, Executive Director, Automic At FIRST Advisers our shareholder analytics team works with all registries in the delivery of beneficial ownership analysis reports to our clients. We have watched the increasing penetration of Automic Group as a new player in the registry market in recent years and […]

The Tipping Point for ESG is Now (Part Two)

Victoria Geddes
All, COVID-19, ESG, Reporting

VICTORIA GEDDES, Executive Director. In Part 1 of our article on ESG last month* we looked at the extent to which ESG reporting has gained hold in Australia and whether the strong performance of ESG funds recently might represent a moment in time when investing according to ESG principles becomes mainstream. We introduced the Standard […]

Designs on Annual Reporting

Giles Rafferty
All, Annual Report, Best Practice, Corp Comms

GILES RAFFERTY, Corporate Communications. It is time to think about Annual Reports and then to think again. While an Annual Report must include content required by the Corporations Act and the ASX listing rules,that doesn’t mean we should limit our thinking to just meeting that objective. It is right and proper for the compulsory materials, […]

The Tipping Point for ESG is Now

Victoria Geddes
All, COVID-19, ESG, Reporting

VICTORIA GEDDES, Executive Director. The relentless push towards the adoption of Environmental, Social and Governance (ESG) reporting by companies across the globe appears to be gaining momentum. As entire populations have gone into hibernation in an effort to contain the spread of the coronavirus, the topic of greatest interest in the global investment community is […]

Disclosure and guidance during COVID-19

Victoria Geddes
All, COVID-19, Disclosure, Guidance

VICTORIA GEDDES, Executive Director. ASX Compliance Updates with some reminders on Disclosure Rules on Earnings Guidance Since the end of February 2020, ASX has released three key Compliance Updates (28 February, 31 March and 22 April) which include a raft of amendments or reminders, prompted in the main by the challenges associated with the impact […]

Getting COVID-19 capital raisings away

Ron Cameron
All, Capital Raising, COVID-19

RON CAMERON, Investor Relations. The need to engage shareholders directly as a result of Recent Changes to Capital Raising Requirements ‘May you live in interesting times’, which is often characterised as a Chinese curse, has never been as relevant as it is today, in the time of COVID-19. Personal circumstances have been turned upside down […]

Guidance in Uncertain Times

Victoria Geddes
All, COVID-19, Disclosure, Guidance

VICTORIA GEDDES, Executive Director Guidance and outlook statements, freshly minted from the February reporting season, are already being consigned to the waste paper basket. This makes sense when every week brings a new development that has the potential to threaten the very survival of many businesses. So what do you say to your shareholders when […]

Cybersecurity and Notifiable Data Breaches: What have the last 2 years taught us?

Victoria Geddes
All, Cybersecurity, Governance

VICTORIA GEDDES, Executive Director It’s exactly two years now since the Federal Government introduced its Notifiable Data Breach (NDB) scheme. It requires every private and public company with annual turnover of $3 million or more, listed or not, to report cyber breaches that are likely to result in serious harm to individuals whose personal information […]

Australian CEOs need to take a stand

Giles Rafferty
All

GILES RAFFERTY, Corporate Communications and Media Advisor Australian’s don’t trust business. This is a key finding of the Edelman Trust Barometer, published on 19 February, which has been measuring levels of trust in business, Government, the media and NGOs for the past 20 years. It will be little comfort to Australian business leaders to know […]

Time to confront climate change

Giles Rafferty
Corp Comms, Disclosure, ESG, Purpose

GILES RAFFERTY, Corporate Communications and Media Advisor Every Government, company and shareholder must confront climate change according to Larry Fink, CEO and Chairman of BlackRock, the world’s largest asset manager. In his annual letter to CEO’s, Mr Fink says a rapidly growing awareness amongst investment market participants of the risks climate change poses to economic […]

Communicating in a crisis

GEOFF MICHELS
All, Corp Comms

GEOFF MICHELS, Senior Adviser, Corporate Communications One month in to 2020 and news headlines have been dominated by the bushfire crisis while the business pages have been reporting on the Australian retailing crises which has seen big brands literally shutting up shops, including the shock withdrawal of Kaufland from the Australian market. The crises in […]

28 September 2023

Remuneration Reports

Climate change & ESG

Directors election/board composition

Conclusion

28 November 2024

31 October 2024

27 September 2024

29 August 2024

28 August 2024

30 July 2024

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26 June 2024

3 June 2024

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28 February 2024

31 January 2024

29 November 2023

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3 November 2023

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28 September 2023

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5 September 2023

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27 July 2023

27 July 2023

30 June 2023

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27 April 2023

26 April 2023

30 March 2023

1 March 2023

28 February 2023

31 January 2023

12 December 2022

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28 October 2022

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3 October 2022

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30 August 2022

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1 August 2022

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29 June 2022

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30 November 2021

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