During the 17^th Annual Remuneration & Governance Forum hosted by CGI Glass Lewis and Guerdon Associates, Glass Lewis provided an overview of 2022 Proxy voting trends. This article reviews the highlights and trends discussed at the Forum.

Progress has been made towards increasing gender diversity within Boards in the ASX300. Although, while the number of women on Boards within ASX300 have grown over the past five years, representation of women among Executive KMP ranks has largely trended sideways.

However, the past year has seen some progress here with a significant increase in the number of women in the top job, with 21 women in MD/CEO roles in 2022, up from just 15 in 2021.

On the trend of Say on Climate votes, Australian companies hosted eight of the 46 Say on Climate votes seen globally. Australia is also over represented with respect to low levels of support for these proposals, with the three lowest supported Say on Climate votes all being Australian issuers (Woodside, Santos and AGL).

Protest votes against Directors and Remuneration reports have declined since the previous year. Votes for Directors saw 13 protest votes were recorded at above 25%, which was a slight decline from the 16 the year prior. Of the 13 above 25%, only 2 were at 50% and above. Independence concerns and overcommitment were the most frequent drivers of these protests.

Votes for Remuneration reports also saw a decline from the year prior, with 22 strikes recorded in 2022 and 26 strikes the year prior. The common issue for Remuneration report strikes were upward board discretion on bonus outcomes, generous short term bonus outcomes and informal short-term structures.

Environmental and social (E&S) shareholder proposals generally fell into three categories, all within the theme of climate. The three categories were proposals regarding:

1. Capital allocation;
2. Financing policies of carbon intensive industries; and
3. Climate lobbying.

Beyond lodging shareholder proposals, local activist groups now appear to also be encouraging against positions on other proposals, including: Say on Climate votes, Remuneration Report votes and on the election of directors.

See Glass Lewis’ presentation data HERE.

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