By Rachel Waterhouse, Australian Shareholders’ Association

AGM Season: Who Is Speaking for You as an Investor? 

By Rachel Waterhouse, CEO, Australian Shareholders’ Association 

Investing has changed. 

Many Australians still invest directly in listed companies. Others are building portfolios through ETFs, managed funds and superannuation. 

But one thing has not changed: investors provide the capital. 

During AGM season, an important question arises: who is exercising influence over the companies your money is invested in, and how? 

Direct shareholders can vote on directors, remuneration and other resolutions, attend an AGM, ask questions or appoint a proxy. 

For investors using ETFs or managed funds, the fund generally owns the underlying shares and the investment manager exercises the voting rights. 

That does not make corporate governance less relevant. Investors should understand how the influence attached to their capital is being exercised. 

Reporting season tells us what companies delivered. AGM season is when shareholders, directly or through those representing their capital, respond. 

Was capital allocated sensibly? Did management deliver what it said it would? Does executive remuneration reflect the experience of investors? Does the Board have the capabilities needed for the challenges ahead? 

These are investment questions as much as governance questions. 

Executive remuneration requires judgement 

Investors should look beyond whether a remuneration formula has technically been satisfied. 

A company may say performance hurdles were met and incentives vested. That does not automatically mean the outcome is appropriate. 

Where shareholders have experienced substantial losses, customers have been harmed, or a company has experienced a significant operational or regulatory failure, directors should consider whether the remuneration outcome can be justified. 

The question is whether the reward is reasonable against the overall performance of the business and the experience of shareholders. 

Investors need to know who is sitting around the Board table 

Many companies publish a Board skills matrix showing collective experience across finance, strategy, risk and technology. 

But shareholders do not vote for a collective skills matrix. They vote for individual directors. 

Investors should understand what each director contributes, particularly as artificial intelligence, cyber security, data and technology become increasingly important to strategy and risk. 

Better disclosure helps investors assess whether directors and the Board as a whole are equipped for the challenges ahead. 

How to check how your ETF or fund votes 

Start with the website of the ETF issuer, investment manager or super fund. Search for its proxy-voting policy, voting record, stewardship report or responsible-investment report. 

The policy explains how voting decisions are made. The voting record shows how the manager actually voted. Check whether the record applies to your fund, as some managers publish fund-specific records while others report across a larger group. 

For a particular company, search by company name or AGM date. Look at director elections, remuneration reports and significant shareholder proposals, including occasions when the manager voted against the Board’s recommendation. 

If the information is unclear, ask who exercises the voting rights attached to your investment and where those votes are disclosed. 

AGM participation matters 

For direct shareholders, AGM participation remains one of the clearest ways to exercise ownership rights. 

A webcast may make a meeting easier to watch, but watching is not the same as participating. 

Shareholders who cannot attend in person should still have meaningful opportunities to ask questions, engage with the Board and vote. 

Most investors will not have time to analyse every resolution across every company they own. 

This is where the Australian Shareholders’ Association can help. Our volunteer company monitors review disclosures, meet with Boards, attend AGMs and publish voting intentions explaining how ASA intends to vote and why. 

Shareholders can also appoint ASA as their proxy to represent their voting interests. 

Individual shareholders may feel their vote carries little weight, but collective representation can be significant. In 2025, shares represented by ASA through shareholder proxies placed ASA within the top 20 shareholder positions at several major ASX companies, including CBA, Wesfarmers, ANZ, NAB and Woodside. 

But the principle goes beyond voting. 

Investors should understand who is representing their interests and how the influence attached to their capital is being used. 

One individual vote may not decide a resolution. One ETF investor may not control how a fund manager votes. But investor influence is cumulative. 

Votes, engagement and scrutiny send messages to Boards about remuneration, director performance, governance and shareholder expectations. 

Investors rightly spend time deciding where their money should be invested. They should also take an interest in who is speaking for that money once it is invested. 

Whether you invest directly, through an ETF, a managed fund or superannuation, your capital has influence. 

The important question is who is using it.