By Rachel Waterhouse, CEO, Australian Shareholders’ Association
AGM season is now in full swing and retail shareholders are actively scrutinising not only company results but the quality of governance and engagement, not just box ticking. This is a pivotal time when shareholders can question boards directly and assess how well companies are responding to an increasingly complex operating environment.
ASA’s assessments are grounded in substance. We look at how well companies are governed, how boards respond to risk and how they build trust through transparency and accountability.
This year’s themes align closely with the Australian Shareholders’ Association 2025 Focus Issues and reflect what matters most to retail shareholders.
Meaningful engagement through hybrid AGMs
Hybrid AGMs are now expected, not optional. Retail shareholders want fair treatment for both in person and online participants. That includes equal opportunities to ask questions, clear communication of voting outcomes and an orderly meeting run by the Chair. Companies that treat the AGM as a compliance exercise risk losing credibility. Those that engage openly build stronger investor relationships and create opportunities for informed participation.
Board capability, accountability and skin in the game
Investors are paying close attention to the skills, capacity and track record of directors. Boards are expected to disclose how their skills match company strategy and to ensure directors are not overcommitted. There is also sharper focus on directors with past governance controversies or multiple board roles, with investors increasingly considering the full scope of a director’s track record when assessing accountability.
Retail investors also value directors and executives having skin in the game. Alignment between leadership and shareholder interests through meaningful personal shareholdings or appropriate equity-linked remuneration reinforces accountability and confidence in decision making. A strong governance framework should make that alignment visible.
Remuneration that aligns with performance
Executive pay remains a point of focus. This season, investors are asking whether remuneration structures are genuinely linked to sustainable value creation. That means clear performance metrics, well explained short- and long-term incentives and credible alignment with strategic goals. Vague or overly complex pay frameworks often trigger voting pushback, especially when outcomes do not match performance.
ESG, governance expectations and global headwinds
New regulation is beginning to shape company reporting and disclosure practices. ESG is no longer viewed as an optional extra. Investors expect boards to demonstrate how ESG factors are embedded into strategy, governance and remuneration. Shareholders are looking for evidence of clear targets, measurable progress and accountability that links leadership outcomes to performance.
Heightened governance expectations sit alongside increasing geopolitical uncertainty. Trade tensions, shifting alliances, tariffs and supply chain disruptions are influencing company outlooks. Boards are expected to articulate how they are managing these pressures, mitigating risks and identifying opportunities in a rapidly changing global landscape.
As one ASA company monitor observed, “Members are paying close attention to how directors manage risk and strategy in uncertain times, and they expect transparent explanations when decisions materially affect shareholder value.
Capital raisings and fairness
Fairness in capital raisings remains a key concern for retail investors. Over the past year, many shareholders have paid close attention to how companies have structured their raisings and whether retail investors were offered meaningful opportunities to participate alongside institutions. Companies that adopted transparent and equitable approaches have helped build trust and support, while those that favoured selective participation have faced questions about fairness and inclusion.
Engagement, participation and shareholder voice
AGMs are one of the few times retail shareholders can hold boards to account directly. How a Chair runs the meeting, how questions are handled and how transparently decisions are communicated shape trust and investor confidence.
Voting is equally important. Active participation through asking questions, voting and constructive engagement ensures retail shareholders’ voices are heard. ASA encourages members to review company materials, understand resolutions and exercise their rights thoughtfully.
A critical moment for retail shareholders
At ASA, our Focus Issues and Voting and Engagement Guidelines shape our advocacy and engagement. They provide a clear benchmark for retail shareholders to assess the quality of governance. As AGM season unfolds, ASA is observing not only what companies say but how they act.
We will continue to support members, speak up for retail shareholders and ensure their voice is heard in boardrooms across Australia.
