Accountability, transparency, and good governance in focus 001

By Rachel Waterhouse, CEO, Australian Shareholders’ Association

Investors like you and me are raising our expectations and our voices.

We’re no longer content to sit on the sidelines. We want stronger performance, clearer communication, and real accountability from the companies we invest in.

Momentum is building. Across Australia, individual shareholders are speaking up, asking harder questions, demanding better answers, and calling for change.

And it’s working.

Companies are listening. Directors are being challenged. The standard is shifting.

As everyday investors, we want to know that the directors we elect and the executives who lead are genuinely working in our interests. That we have equal access to the information we need to make informed decisions. And that we are treated with the same respect and consideration as any institutional investor.

That’s where the Australian Shareholders’ Association comes in.

Every year, ASA develops a set of Focus Issues to assess how ASX-listed companies are performing on governance, transparency and leadership.

The 2025–26 Focus Issues, launched at this month’s national Investor Conference, highlight the priorities we believe should be top of mind for every board chair and director. From 1 July 2025, we’ll use them to guide our engagement and voting, bringing the concerns of over 7.7 million Australians to the table and helping shape a market that works for all of us.

Governance that serves shareholders

Our approach is not compliance for its own sake.  ASA’s Focus Issues address governance practices that affect shareholder rights, long-term performance, and board accountability.

They represent our core expectations – the things that we believe are necessary for fairness and equality of opportunity ensuring that shareholders are included and respected, regardless of the size of their holding.

So, what will we be looking for?

As always, our goal is to ensure that companies are sharing relevant information with their shareholders so that the latter can participate fully.

In short, every investor should be treated the same, rather than seeing an unfair advantage being given to a select few.

For 2025-06, ASA will specifically be looking for:

1. Fair capital raisings for all shareholders

Shareholders are still being sidelined in capital raisings, with preference given to institutional investors.

ASA will be advocating for companies to adopt pro-rata structures, such as PAITREOs (pro-rata accelerated renounceable entitlement offers with rights trading), that allow all investors to participate equally.

Last year, we raised the issue. This year, we expect to see progress, not excuses.

2. Hybrid AGMs as the standard

Some companies are still reluctant to introduce full hybrid (face-to-face and digital) access to AGMs, preventing shareholders who can’t attend in person from asking questions or voting meaningfully.

ASA seeks genuinely hybrid meetings for AGMs, with those online having equal opportunity and access to vote, speak, and ask questions.

3. Stronger board accountability and renewal

Appropriate board composition and strategic renewal are critical to building effective oversight and long-term company performance, and ASA has long supported board independence, diversity, and skills to achieve this.

This year, more emphasis is being placed on board renewal and accountability, including how directors are evaluated and whether individuals are overcommitted through multiple board roles.

We expect companies to disclose a clear and relevant board skills matrix in their annual report, showing how current directors are appropriately skilled, knowledgeable, and enabled to challenge management when required and to ensure that the company’s strategy aligns with its future needs.

Boards should reflect diversity across age, gender, and geography, and demonstrate that they have active succession planning for chairs and long-serving directors to ensure renewal and fresh perspectives.

Directors must hold a direct interest in the company – holding shares equivalent to at least one year’s director fees – so that they are just as affected by their decisions as is the rest of the shareholder base.

4. Remuneration aligned with long-term performance

Investors want to see a clear link between executive pay and performance.

That means establishing clear performance hurdles, being transparent in reporting, and ensuring that there is a strong and ongoing connection between company outcomes and executive rewards.

ASA will question structures that reward short-term performance or allow targets to be backdated or retested – we don’t want to see big bonuses awarded simply for a short-lived rise in share price.

If rewards aren’t targeted towards ensuring positive outcomes for shareholders, we’ll vote accordingly.

5. Practical and board-led ESG strategies

ASA continues to support improved ESG reporting, but believes that it must be relevant, balanced, and accountable.

Companies should explain their ESG strategy, link key metrics to executive remuneration, and show clear board oversight and ownership.

We will challenge disclosures that are vague, overly complex, lacking in measurable targets, or are disconnected from governance and business outcomes, and will readily call out any instances of “green washing”.

If investors are to make informed decisions, we will need useful and specific ESG information, not broad claims that lack detail, targets, or meaning.

What we expect from this AGM season

Every AGM season is an opportunity for boards to demonstrate that they’ve listened to shareholders, understood their concerns, and are taking meaningful action.

ASA will continue to represent the voice of everyday investors through our monitoring program – meeting with companies, reviewing governance practices, and voting independently in line with our published guidelines.

We’re not here to rubber-stamp what’s put in front of us.

Our purpose is to hold companies to account, support long-term value creation, and speak up for the millions of Australians who invest their savings in listed companies.

If you’re a board member or executive, take note: we expect progress and will hold you to account.

Better governance benefits everyone.  Let’s make it happen, together.

👉 Give ASA your proxy

📄 Read the 2025-06 Focus Issues

📘 See our full Voting & Engagement Guidelines

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