Investor Relations Team Update 2025

Pay and Performance Remain Central

Across the 2025 season, remuneration remained a focal point for investors, but the tone shifted. MUFG Corporate Markets’ proxy campaign data shows that overall voting support for remuneration reports among institutional and sophisticated investors in Australia increased from 72.52% in 2024 to 76.22% in 2025, continuing the steady upward trajectory observed since 2023.

Voting support for Remuneration report (by year)

Looking more closely at investor segments, support was strongest among investment managers (79.62%), followed closely by sovereign wealth funds (79.34%) and superannuation funds (75.40%). Asset owners remained the most sceptical cohort at 66.45%, although this too represents ongoing improvement from 64.12% in 2024 and 59.56% in 2023.

Voting support for Remuneration report (by type)

Although aggregate dissent against Australian corporate remuneration reports continue to decline, remuneration strikes remain an area requiring close attention. While fewer companies received strikes in 2025 (defined as 25% or more votes against the remuneration report), those that did experienced significantly sharper opposition.

In the first half of the year, five ASX 300 companies recorded strikes, with average dissent of around 45%. Later in the year, several high profile issuers faced substantial votes against their remuneration reports, including:

• Accent Group – 81.97% against REM
• WiseTech – 49.47% against REM
• CSL – 42.3% against REM (second strike)

In summary: Issuers experienced fewer strikes and growing overall, support, but much stronger rebukes against select companies where remuneration practices were viewed as failing.

ESG and Climate Proposals

Globally, ESG proposals declined in volume during the 2025 proxy season, and average support plateaued in the low 20% range. Morningstar’s 2025 U.S. proxy season summary reported a 22% drop in ESG resolutions, with environmental and social (E&S) proposal volume falling by 40% year on year. Governance-focused proposals were the only category to increase (up 6%).

In Australia, ESG activism similarly eased. Market Forces and the Australasian Centre for Corporate Responsibility (ACCR) - historically active filers - lodged fewer than five ESG shareholder proposals against ASX 200 companies in 2025, a significant fall from the peak of 25 in 2021.

Despite this decline, climate-related scrutiny remains high. Woodside’s failed climate transition plan vote in 2024, the first of its kind in the ASX 300, continues to shape expectations. Investors are increasingly prioritising clear, evidence-based disclosures over broad commitments, particularly in a geopolitical environment where capital allocation decisions are under greater pressure.

Director Accountability and Governance

Voting support for Remuneration report (by year)

While remuneration remains the top driver of dissent, board accountability gained material traction in 2025. MUFG Corporate Markets’ data shows support for director elections in Australia declining from 91.79% in 2020 to 84.07% in 2025.

Opposition also intensifiesd. Several prominent issuers including Super Retail Group, Westpac, ARB Corporation, and ASX Limited recorded their highest levels of dissent in director re-elections.

Key themes driving this included:

• perceived governance or oversight failures.
• concerns about directors serving on multiple boards.
• insufficient progress on previously raised ESG issues.
• questions about independence, capability or board refresh cycles.

Key Takeaways from the 2025 Australian AGM season

• Remuneration remains the leading area of shareholder scrutiny, with overall support improving but sharper dissent where concerns arise.
• ESG proposals continue to evolve, with governance focused measures gaining traction while environmental and social filings decline.
• Director accountability is rising, with increasing investor focus on board capability, responsiveness, independence and oversight.

Reference

Stewart, L. (2025) The 2025 Proxy Season in 7 Charts. Morningstar Sustainable Investing, 23 September. Available at: https://www.morningstar.com/sustainable-investing/2025-proxy-season-7-chartsOpens in new window (Accessed: 16 January 2026).