ASIC today published its overview of the annual general meeting (AGM) season for S&P/ASX 200 (ASX 200) listed companies in 2017.
Report 564 Annual general meeting season 2017 (REP 564) examines the voting outcomes of resolutions considered at AGMs held by ASX 200 companies in 2017 and highlights emerging corporate governance issues and trends arising during the season. It discusses remuneration reports, proxy advisers’ recommendations, the extent of shareholder engagement, board diversity and the effectiveness of AGMs, including ASIC’s recommendations about good corporate governance practices in these areas.
Commissioner John Price said, 'Shareholder engagement is a cornerstone of good corporate governance and annual general meetings are an important opportunity for shareholders to hold their board and, through the board, company management to account for a company’s performance.
'Therefore ASIC actively monitors the AGM season each year and our observations become an important and on-going resource informing our regulatory work in corporate governance.'
ASIC's observations in this report highlight the need for boards to make the most of AGMs as an opportunity to be transparent, accountable and willing to engage with shareholders in order to enhance the long-term performance and corporate value of a company.
Among the key points:
- The 2017 AGM season was significantly less tumultuous than the 2016 season, with fewer 'strikes' on remuneration reports.
- A strong sense of shareholder input and engagement was evident, with directors being held accountable through material 'against' votes on their election.
- Proxy advisers continued to actively scrutinise governance practices and attract or generate significant media and corporate commentary, and
- Shareholders advocated for action on specific environmental, social and governance issues, with a particular spotlight on board diversity.
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Background
Most listed companies hold AGMs during October and November each year, conforming with the Corporations Act requirement for an AGM to be held within five months of the end of its financial year (which for most companies is 30 June).
ASIC routinely monitors AGMs held around this time to identify emerging trends and corporate governance issues, and to observe the extent to which companies use AGMs to engage in a meaningful way with their shareholders.
ASIC places great importance on the role AGMs play in providing a forum for shareholders to critically assess a company’s business strategies and future prospects and to hold the board and company management accountable for a company’s performance.