ASX200 AGMs – lessons at half-time

The first half of 2025 has seen ASX200 companies[1] conduct their annual general meetings (AGMs) against a backdrop of geopolitical instability, economic uncertainty and the Australian election. These issues have permeated chair and CEO speeches, voting on resolutions, and shareholder questions. They have spurred some chairs and CEOs to use their AGM speeches as an opportunity to criticise politicians over the handling of issues such as disaster funding or the energy transition.

At the same time, there has been a continued focus on sustainability and shareholder engagement by companies. More information on sustainability performance is being provided, alongside information on financial performance. And even though not yet mandatory, some companies are including items of business relating to climate disclosures. We have also observed a focus on providing clear communication in notices of AGM. Notwithstanding these efforts, shareholder activism in response to perceived poor climate and other performance remains.

In this article, we look at the key trends and developments we saw across the 36 AGMs of ASX200 companies held in the first half of 2025.

AGM format

Majority continue to opt for hybrid

Hybrid AGMs remain the favourite, allowing shareholders the flexibility to watch, vote and ask questions either in person or online. About a quarter of ASX200 companies in the first half opted for physical-only AGMs, some of which allowed for web-cast viewing of the meeting. Less again (~17%) opted for virtual-only AGMs.

Physical interruptions

We were reminded in the first half that it’s not just technology glitches that can interrupt AGMs. Protesters blowing whistles or waving placards may also disrupt meetings, and it’s important a plan is in place to manage these disruptions. Some companies flag in their notices of AGM that security measures will be in place at the AGM, and ask that shareholders are courteous and act respectfully during the AGM.

Director elections and re-elections

Director disclosures: what’s in and what’s out

As some directors faced opposition to their re-election, including for their involvement in chairing board sustainability committees, most companies sought to foster a more personal connection between shareholders and directors by including director photos in the notice of AGM (58%).

Less common was disclosure of director ages (19%) and location (17%). Conflicts of interest were also disclosed where relevant, as well as how these were managed. This included in one case the director stepping down to focus on another board role, in a second case the director being subject to information sharing and other arrangements, and in a third case the conflicted director voluntarily electing to donate to charity any enrichment from a particular transaction as a result of their shareholding.

Directors put forward for election in the first half often disclosed skills and experience relating to climate change or sustainability. This was the case for directors on the boards of 1/3 of ASX200 companies that had their AGMs in the first half, and was particularly prevalent for oil, gas, and mining companies. Having directors with appropriate skills to oversee climate-related risks and opportunities is important for companies in these sectors navigating the energy transition, and will also support disclosures required as part of mandatory climate reporting.

Annual elections of directors

Annual elections of all directors remains rare, notwithstanding one activist’s frequent line of questioning at AGMs in recent years on whether companies will move to adopt that approach. Only 11% of ASX200 companies with AGMs in the first half conducted annual elections, all of which had primary listings on foreign exchanges, and foreign exempt listings on the ASX.

Non-executive director (NED) fees

14% of ASX200 companies proposed increases to NED fees in the first half, all of which were approved with more than 90% of votes in favour. That’s a relatively small percentage, lending support to the AICD’s recent finding that 30% of directors report never having received a pay increase in organisations with >$1b revenue (in 5+ years).[3]

Only 1 company sought (and obtained) approval to grant a NED performance-based remuneration. The board in that case acknowledged it was contrary to the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations, but considered it justified in the circumstances in order to align the NEDs interests with the interests of shareholders and to provide appropriate remuneration for their ongoing commitment and contribution, while managing cash flow.

Executive remuneration

Remuneration strikes

Strikes were down compared to recent years, with only 6% of ASX200 companies that put a remuneration report resolution to shareholders in the first half receiving a strike (1H 2024: 9%; 1H 2023: 12%). One of these followed an activist consortium urging shareholders to vote against the remuneration resolution, amongst other resolutions, railing against the company’s recent acquisitions and agitating for capital to be returned to shareholders via dividends or buybacks.

Sustainability performance components

31% of companies in the first half explicitly included sustainability performance as a performance measure in incentive plans. For example, one company ties 30% of long-term incentives to reducing carbon emissions, while another uses a 70/30 split between financial and sustainability targets, with sustainability covering things like safety, water use, and Indigenous employment. Mandatory climate reporting will require companies to disclose how climate-related considerations are factored into executive remuneration, so we expect this trend will continue.

Climate transition action plans, targets and other disclosures

Say on CTAP

Two companies put their climate transition actions plans to the shareholder vote in the first half, with another opting to rely on direct engagement rather than the shareholder vote going forward. The companies that did put their plans to the vote made clear that the respective boards remain responsible for the company’s strategy, but the vote gives shareholders the opportunity to endorse their approach and/or participate in more informed dialogue.

It will be interesting to see whether these companies continue to put their plans to the vote from next year, when they will be required to include information on their plans as part of their mandatory climate reporting, which will be placed before the AGM similar to financial reporting. Only the mandatory climate report will get the benefit of the 3-year limited immunity under the mandatory climate reporting regime, which may encourage more companies to drop the ‘Say on CTAP’ vote.

Targets and other disclosures

Companies are also increasingly including targets and other climate-related information in their notices of AGM, giving rise to greenwashing and other considerations. Examples of other kinds of climate-related information companies are including in their notices include sustainability ratings and awards, references to projects which might abate portions of customer emissions, the inclusion of carbon, capture and storage facilities within a company’s portfolio, and land rehabilitation milestones and other projects for the generation of carbon credits.

While some companies do a good job of being clear what they mean by ‘net zero’ and other climate jargon, the recent settlement by EnergyAustralia highlights the need to carefully consider the wording used in relation to targets and other climate disclosures to ensure it is not misleading or deceptive. This is particularly the case given the limited immunity mentioned above is unlikely to apply to disclosures in the notice of AGM.

Constitutional amendments

All resolutions to amend company constitutions passed with almost 100% approval. For 3 companies the amendments were to re-insert proportional takeover provisions, and for 2 companies they were to modernise the constitution to reflect latest governance practices and technological advancements.

Shareholder-requisitioned resolutions and questions

There has been only one shareholder-requisitioned resolution at an ASX200 AGM so far this year (1H 2024: 0), relating to the unification of Rio Tinto’s dual-listed company structure.