Most Significant Votes: APA Group, Commonwealth Bank of Australia, Bendigo & Adelaide Bank, ASX, South32, Cleanaway, Telstra, REA Group, Brambles, Treasury Wine Estates, Procter & Gamble, Medtronic.

In short Climate-related shareholder resolutions won notable support at APA Group (12%) and Commonwealth Bank of Australia (17%) as the Southern Hemisphere season began. Pay drew protests at ASX, South32 and Cleanaway, where a board spill vote was triggered, while investors questioned busy chair John Mullen at Brambles and Treasury Wine Estates.

We’re back! Welcome once again to Most Significant Votes as we begin a fresh run of blogs covering the Southern Hemisphere voting season (and those Northern Hemisphere votes that run alongside). As always, we identify the key AGM decisions that matter to asset owners and on which they may wish to hold their fund managers accountable.

We’re again grateful for the support of the wonderful Impactive Tech in continuing to deliver this blog. The blog only scratches the surface of the wealth of data they hold.

This part of the year features a handful of meetings in the world’s Northern Hemisphere, but is the main voting season for the Southern Hemisphere. As usual, therefore, we’ll start in Australia, where there were some critical AGMs – even if much of the local equity market’s attention over the last fortnight was taken by the failure to launch of the IPO of data centre company Firmus Grid, which aspired-to a A$44 billion valuation. Due to start trading today, the IPO was pulled when investors baulked at the pricing, suggesting that at least one of the world’s capital markets is capable of (semi-)rational pricing of AI-associated businesses.

Gas pipeline firm APA Group (AGM 22nd October) is contemplating significant network expansion that would facilitate the development of fracking activities in the shales of the Beetaloo Basin. That makes it a target for climate activists, and so it faced a shareholder resolution promoted by campaigners Market Forces, seeking greater clarity on how investment decisions are taken in line with good financial discipline and the company’s commitment to aligning with the goals of the Paris Agreement. Overall, 12% of investors declined to back the board’s opposition to this resolution (including nearly 3% abstentions).

Commonwealth Bank of Australia (AGM 14th October), the first of the nation’s big four banks to hold its AGM, faced a shareholder resolution calling on it to develop a pathway towards reducing the financing it provides towards deforestation. Promoted by campaigner the Australian Conservation Foundation, the resolution was based on research that CBA has one of the weaker approaches to this key issue, and argued that it thereby exposed itself and its investors to increased physical and climate change risks. It garnered strong 17% backing (including 1% abstentions).

Smaller rival Bendigo & Adelaide Bank (AGM 20th October) has faced a scandal where failures in its approach to anti-money laundering and avoiding terrorist financing have come to light. The authorities applied an additional capital charge to the bank, as well as adding new licence conditions. Some investors clearly felt Bendigo hadn’t taken enough action with regard to pay to reflect this, despite the board deciding that no long-term incentives would be awarded in the year and CEO Richard Fennell receiving a total of A$1.8 million, down from A$2.4 million in the prior year: 15% opposed the remuneration report.

Stock exchange firm ASX (AGM 22nd October) faced 18% opposition to its remuneration report. It too has faced long-running regulatory challenges, culminating this year with detailed intervention from regulator ASIC, followed by wholesale change to the executive team. Opposition to the pay vote will have been based on a bundle of issues, including: A$1 million retention payments to two executives whom ASX did seek to retain through the transition; a A$6 million welcome to the new CEO (paid out over the next two years, to compensate for incentives foregone at his previous employer); and the nearly A$6 million paid to the outgoing CEO for the part of the year she served (which included more than A$1.5 million in short-term incentives for 2026; she had waived such incentives in 2025). The remuneration committee also chose this year to increase substantially the long-term incentive awards for median performance.

Mining giant South32 (AGM 15th October) also suffered an 18% vote against its remuneration report. This was better than last year, when the miner faced a 33% vote, and low enough to be below the 25% threshold at which the company would have been obliged to bring forward a ‘board spill’ vote to potentially remove its whole board, which is triggered in Australia by two sizable votes against pay in successive years. Investors seem still grumpy about last year's inflation-busting pay rise for the CEO; Graham Kerr, who has now departed, was paid A$5.8 million in total, while his replacement Matthew Daley received a A$2.4 million welcome – A$2 million compensation for lost incentives at his prior employer and more than A$400,000 in relocation benefits. In contrast, a ‘spill’ resolution was triggered at waste management firm Cleanaway (AGM 22nd October) following a remarkable 35% vote against the remuneration report (and a similar level of opposition to the resolution to make share awards to the CEO) – actually an improvement over the prior year’s 41% opposition. While the spill resolution was defeated, the 8% backing for it (including 2% abstentions) is unusually high for such a drastic proposal. That, combined with the 11% vote against the newly elevated chair, Samantha Hogg, suggests that the board is on borrowed time and significant change is needed. One major investor concern is ongoing fatalities at Cleanaway’s operations.

Telstra (AGM 13th October) continues to witness notable votes against non-executive director Maxine Brenner. These votes are not to do with her performance at the telecom giant but due to perceived failings during her 10 year stint as an NED at Qantas, which saw long-standing governance weaknesses come to a head in 2023. She may take comfort that at least the 12% opposition to her reappointment this time is a reduction on the 17% opposition last time she was up for election at Telstra.

Leading Australian real estate website operator REA Group (AGM 8th October) witnessed a chunky vote against the re-election of non-executive Nick Dowling, of 5%, or 17% once the votes of 62% shareholder News Corp are set to one side. Although Dowling, chair of real estate agency Jellis Craig, is asserted to be independent, some clearly have their doubts. As Aussie governance gadfly Stephen Mayne puts it, Dowling should be seen as the “official representative of Australia’s real estate agents on the board”, rather than fully independent. Mayne put himself forward as a director candidate at mining giant BHP (AGM 22nd October), as a mark of concern about the company’s approach of holding its shareholder meetings only in physical form and not permitting online participation. Fewer than 1% of shareholders failed to follow the board’s call to oppose his election.

John Mullen, the chair of logistics firm Brambles (AGM 22nd October) is a busy man. He also chairs Australia’s flying kangaroo airline Qantas, and another company with its shareholder meeting in recent weeks, Treasury Wine Estates (AGM 15th October) – perhaps best known for one of its brands, Penfolds. He also remains a director of Canada’s Brookfield Infrastructure Partners until the end of this year. Investors generally regard it as inappropriate for any individual to chair more than one such large company, even in the absence of other responsibilities. Several investors were clearly unconvinced by reassurances about Mullen’s commitment and contribution to each company: at Brambles, the vote against was nearly 23%, while at Treasury Wine Estates, 14% chose to oppose his reappointment.

As it happens, a number of investment vehicles managed by Canadian infrastructure specialist Brookfield are going through a ‘simplification’ process, collapsing equivalent partnership and corporate structures into a single company for each investment class. In some cases (including Mullen’s Brookfield Infrastructure Partners) this is proving uncontroversial, but at Brookfield Renewable Corporation (EGM 14th October) the support was far from universal, with the headline vote of 5% opposition looking more like 33% once the Class B shares and other holdings by Brookfield entities are set to one side.

Also in North America, US consumer goods giant Procter & Gamble (AGM 13th October) faced three shareholder proposals. The most popular – garnering 37% backing – sought the power for 15% of shareholders to call a shareholder meeting. A second tried to establish clear thresholds for shareholders to be able to put proposals onto AGM agendas. This was stated to apply “regardless of any future federal regulation”, a reflection of concerns among many investors that what is regarded as a key shareholder right in the US may be in effect removed under future rule-making. This proposal was supported by 29% – and we seem likely to see other similar proposals at company AGMs over the next year. Meanwhile, there was 8% opposition to the reappointment of P&G’s auditor. Deloitte has been in the role for over 130 years, which at least some investors believe is long enough to raise questions about the firm’s independence.

Similarly, pharma company Medtronic (AGM 15th October), which is incorporated in Ireland for tax reasons, has enjoyed the services of auditor PricewaterhouseCoopers for over 60 years. 11% of its shareholders believe it’s time for change. Additionally, the company’s lead independent director, and nominations committee chair, Craig Arnold, faced 16% opposition to his re-election. This is likely to be for board diversity reasons given that only 2 of its 12 directors are women.

That’s it for this fortnight. We’ll be back in two weeks’ time, on November 6th.

Do remember to subscribe so as not to miss an issue!

← Back to blog