Most Significant Votes: ANZ, NAB, Westpac, Dyno Nobel, Atlassian, Microsoft, Palo Alto Networks, African Rainbow Minerals, Anglo American

By Paul Lee

Welcome back to Most Significant Votes! For the last time this season – and for the final time in 2025 – we identify the key AGM decisions that matter to asset owners and on which they may wish to hold their fund managers accountable. This is the Southern Hemisphere voting season and we consider votes from there, as well as the smaller number of Northern Hemisphere companies holding meetings at this time.

The AGMs of Australia’s banks always mark the end of the voting season. The last of them, ANZ (AGM 18th December), was just yesterday and was a zinger. Having faced trading and bond rigging scandals in the year (requiring a A$240 million penalty deal with regulators in September), the bank ousted CEO Shayne Elliott in May and last month cancelled A$30 million incentives for him and other executives. Elliott is now suing ANZ to recover his personal A$13.5 million share of these awards. Investors, in contrast, clearly don’t think the bank went far enough, with 33% refusing the back the remuneration report. This was enough to trigger a board spill resolution that might have ousted the entire board, though that won only 2% backing. Meanwhile, investors considered three substantive shareholder resolutions. Two were regarding deforestation; the one that sought greater disclosure on financing exposures to the activity earned 23% backing; and the other, pressing for a strategy to end financing of deforestation, 12%. Finally, 21% supported a call for more disclosure on the bank’s approach to customer climate transition plans, and how that approach aligns to the bank’s broader climate change commitments.

The campaigner Market Forces withdrew its identical resolution on transition plans at National Australia Bank (AGM 12th December) a month ago, after the publication of NAB’s Climate Report, which it believes answered many of the challenges raised on that issue. However, the bank did face the same two resolutions on deforestation. That seeking more disclosure won 16% support, while 11% backed the one urging an end to financing the practice.

The Market Forces call for more disclosure on customer climate transition plans also went forwards at Westpac (AGM 11th December). There, it gained 14% support. But the major shock at that AGM was a colossal vote against non-executive director Peter Nash, who faced no less than 40% opposition to his re-election. This appears to be down to his board membership at ASX, Australia’s stock exchange, whose bodged technology transition destroyed much shareholder value, and confidence. It can’t help either that Nash is a former leader of KPMG, which happens to be Westpac’s auditor.

Dyno Nobel (AGM 17th December) – the renamed Incitec Pivot and now nearly a pureplay explosives business as it progresses the sales of its final fertiliser operations – put a ‘say on climate’ resolution to its shareholders. This was phrased as seeking endorsement for progress in its climate transition, and it appears that investors have some doubts about that progress: 19% of shareholders refused to back the vote (9% of those abstaining), or 22% once the 9% shareholding of Hong Kong’s Janchor Partners (represented on the Dyno board by John Ho, founder and Chief Industrialist Investor) is set aside.

Australian collaboration tech firm Atlassian (AGM 2nd December) remains dominated by its founders, CEO Mike Cannon-Brookes and Scott Farquhar, now a non-executive director having shed his co-CEO role. The two control 85% of the votes at the company through owning all of the 10-times voting rights B shares. This dual class share structure seems the main reason for strong votes against corporate governance committee chair Richard Wong and board chair Shona Brown – the headline 5% and 4% votes against look more like 46% and 33% once the founders’ block votes are set aside. Cannon-Brookes and Farquhar themselves faced 3% opposition, or around 28% among other shareholders. More startling were two votes on pay: the renewed endorsement of the 2015 Share Incentive Plan was opposed by 10% of shareholders – or 87% other than the founders – and of the 2015 Employee Share Purchase Plan by 7% (64%). Significant discretion is left to the compensation committee in administering these schemes, and there are very few published constraints on the structure and approach; one of the few available specific numbers shows that shares amounting to more than 50% of the current outstanding A shares could be issued under the Incentive Plan, and a further more than 12% under the Purchase Plan. This amounts to dilution far in excess of most investors’ limits.

Elsewhere in tech, US behemoth Microsoft (AGM 5th December) faced 6 shareholder resolutions. 2 from conservative thinktanks and investors complaining about potential censorship through anti-hate content moderation and the like failed to gain even 1% votes for; a second pair, one asking for greater oversight of the data used to train AI, and one pressing for limits on the use of AI to support fossil fuel exploration, were more successful, garnering 14% and 10% backing respectively. But most impressive were the results on two resolutions regarding human rights issues: one urging care over siting datacentres in regions of human rights concern (the supporting statement specifically mentions Saudi Arabia), and one on human rights due diligence on products and services; each won 28% support.

Investors in US cybersecurity firm Palo Alto Networks (AGM 9th December) clearly worry about board accountability, particularly its so-called ‘classified’ board which means only a third of directors come up for election each year. Fully 94% of shareholders backed a resolution calling for annual elections to the board (a particularly remarkable result given company opposition to this shareholder proposal); and as if this wasn’t enough of a message, the 22% vote against the election of lead independent director John Donovan was almost certainly for the same reason. Pay was also an issue, with 54% opposition to the executive pay resolution, even though only 4% supported a shareholder proposal for the impacts of share buybacks to be excluded from executive pay metrics so that measured performance reflects operational results, “not financial engineering”. Even though median pay at the firm is a remarkable $226,000, CEO Nikesh Arora was paid 442 times this, just shy of $100 million; indeed, on the ‘compensation actually paid’ measure, which takes account of option awards, Arora enjoyed a remarkable $267 million.

Outside shareholders at African Rainbow Minerals (AGM 5th December) clearly believe it is time for some refreshment of the board; the South African miner has some particularly long-serving directors. Investor concern focused in particular on the independence of the audit and risk committee. The election of committee chair Tom Boardman, a director since 2011, faced 24% opposition, or fully 51% of shareholders other than executive chair Patrice Motsepe, who owns 44%. What’s more, his appointment to the committee itself saw 25% (53%) votes against; the committee appointments of Frank Abbott (a 21-year board veteran), with 26% (56%) opposition, and Anton Botha (16 years), with 24% (52%), were also striking. Pay was also unpopular, with 18% (39%) against the remuneration report and 9% (20%) against the policy.

Another South African miner, Anglo American (EGM 9th December) saw its merger with Canada’s Teck Resources comfortably passed by shareholders (Teck’s investors also approved). But a day before the meeting Anglo was obliged to drop a resolution from the agenda which would have amended pre-existing pay awards to ensure that a minimum level was received on the basis of completing the merger. Investors have a strong distaste for rewards for deal-making rather than for delivering value through deals, and the last-minute withdrawal strongly suggests that the resolution would not have passed.

That’s it for this fortnight, and indeed for 2025 and for this run of the blog. We’ll be back with Most Significant Votes in April for the Northern Hemisphere voting season. In the meantime, seasons greetings to all our readers.

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