The last AGM I sat in was a virtual one. Camera off, in the background, there to watch how the room behaved. Two shareholders asked about the same thing, one after the other: how long one of the directors had been on the board, and whether the company still called him independent.
That’s a fair preview of the season ahead. The Chair had a Remuneration Report, a placement ratification and a director re-election on the agenda, and the question that took the most time was one that wasn’t on it.
Every September, Chairs and Company Secretaries ask me what they should expect this year. My honest answer, based on the conversations I’ve been having with Chairs, Boards and Company Secretaries over the past few months, is that the topics are largely the same ones I would have listed at Automic’s Governance Breakfast last year. The Remuneration Report is still the sticking point. Shareholder activists are still turning up. Director independence is still contested, and ESG is still contested in the sectors it touches. What has changed is that all of it has heightened, more shareholders are attending to push on it, and two things have arrived that were not on anyone's list a couple of years ago, with mandatory climate reporting sharpening a third.
What to expect this season
Unchanged: The Remuneration Report as the protest vote, shareholder activism, and continued scrutiny of climate and other ESG issues, particularly for companies in exposed sectors.
Heightened: The Australian Shareholders' Association asking more questions than in previous seasons, director tenure and independence raised by shareholders at meetings, higher attendance.
New this year: ASX 200 and 300 companies releasing their proxy position before the meeting, and shareholders asking management how it’s using AI.
The questions Boards should prepare for
Chairs prepare for the resolutions on the notice, but shareholders turn up with questions of their own, and those are the ones that decide how the meeting goes. From what clients and shareholders have been raising with us since last season, these are the questions I'd be preparing for.
"Why should we vote for this Remuneration report?"
This question never goes away, and the answer is often only partly about pay. Because the vote is advisory and carries no direct consequence for the resolution itself, the Remuneration Report has become the place shareholders register broader displeasure with the Board: an acquisition they didn't support, a dividend that was cut, a Director they wanted to see step down. The two strikes rule gives that protest teeth: a 25% or greater vote against the Remuneration Report in two consecutive years triggers a spill resolution at the second AGM. If that spill resolution is carried, a spill meeting must then be held within 90 days.
So, the question I ask clients before the Notice of Meeting goes out is what shareholders are unhappy about this year, rather than whether the pay is defensible. That is often where the vote lands, even where the Remuneration Committee has taken action since the previous year’s AGM.
"How long has this Director been on the board?"
Independence is making a comeback after a few quiet years. Shareholders want to know how long Directors have served, whether they can still be considered independent after that long, and whether the Board as a whole has a majority of Independent Directors. That conversation used to sit inside Proxy adviser reports. It’s now moving into the meeting itself, and I expect it to be one of the most common questions of the season.
There is a reason it’s back. In July, ASX released a draft fifth edition of the Corporate Governance Principles and Recommendations, with Board composition and assessment of Director independence among the areas being revisited. Consultation on the draft closed in September, and the Fourth Edition remains in force while ASX considers the feedback. Shareholders have read it too. A Board that can explain its own composition and its plan for renewal will deal with the question in thirty seconds. A Board that hasn't considered it will spend a good deal longer than that.
"Will you release the proxies before the meeting?"
This is the one genuinely new trend, and I expect it to be more common this season than last. A growing number of ASX listed companies are releasing their proxy voting position to the ASX ahead of the AGM rather than waiting until after the meeting. Shareholder advocates and activists have been pushing for earlier disclosure for some time.
It changes the dynamic of the meeting. Once the proxy position is public, everyone attending already knows the current voting results, and the meeting becomes a discussion of why the Board made the decisions it did rather than what the outcome will be. That calls for a different Chair's Address and a different Q&A, so the decision on whether to release early should be made while the Notice of Meeting is being drafted rather than the week before the meeting.
"How is management using AI, and what does it mean for the business and its people?"
AI has started to come up in meetings, and I expect more of it this season. Shareholders are asking management how it’s using AI, where it sits in the business, what oversight is in place, and what it could mean for the workforce. It’s not changing how AGMs are run. But it is changing what management gets asked, and a surprising number of executives have not had an answer ready.
Nobody is expecting a policy paper. What works is a considered sentence or two on how the Company is using AI, how it is being governed and what management expects it could mean for its people.
"What does your climate reporting mean for the business?"
Climate is not a new AGM topic, but mandatory climate reporting gives shareholders more information to question. The first Group 1 entities are now reporting under the new regime, and Group 2 reporting periods commenced from 1 July 2026. For companies in scope, questions are likely to become more specific, around climate targets, transition plans, reliance on offsets, material risks and opportunities, and the anticipated financial impacts of climate change.
Boards should know where the judgement calls sit in their disclosures and be ready to explain them plainly. The Sustainability Report may be highly technical; the answer at the AGM should not be.
"Can I attend online?"
Across the meetings we supported last season, shareholder attendance and engagement were noticeably higher, and I expect that to continue. My view is that much of it comes down to access. Hybrid meetings have made it much easier for shareholders to participate, while still preserving the option to attend in person and engage directly with the Board. Whatever the cause, higher engagement means closer attention to what’s going on inside the Company and more pressure on Directors to show that governance is being applied properly and at the right level. Chairs should plan for an active Q&A and make sure shareholders participating online have a genuine opportunity to engage.
Who will be asking the questions
At the meetings we supported last season, the Australian Shareholders' Association was noticeably active, often raising a series of questions across remuneration, governance and other shareholder concerns. That level of engagement is likely to remain a feature of this season, alongside questions from individual shareholders and activists. Individual activists will continue to attend and press on the same themes including remuneration, Board accountability and disclosure. None of that’s new. The volume is higher.
The other pressure point is sector specific. For resources companies, and anyone involved in fracking or extraction, ESG pushback will remain a fixture of the meeting. Outside those sectors, many companies will get through the season without an ESG question at all. Boards in exposed sectors, though, should assume it is coming and answer it plainly rather than reading a prepared statement. There’s more on handling a difficult room in our activist's playbook.
What should Boards have ready before the Notice of Meeting goes out?
The preparation is the same as it has always been, just with less room this season for an uncertain answer. These are the six things I would want in place:
- A clear picture of the register, significant holders, proxy adviser positions and emerging shareholder concerns, so material protest votes do not come as a surprise. Proxy solicitation shareholder engagement only works when there’s time to act.
- A straight answer on tenure and independence for every Director standing, including the ones who are not up for re-election this year.
- A decision on whether to release the proxy position before the meeting, made early enough to shape the Chair's address.
- One or two sentences on how the Company is using AI, how it is being governed and any expected workforce implications.
- For companies subject to mandatory climate reporting, a clear understanding of the assumptions and judgements most likely to attract shareholder questions, particularly around targets, transition plans, offsets and material financial impacts.
- A plan for an active room and online audience, including who is moderating the Q&A and how shareholders participating online can ask questions and make comments, orally and in writing.
What I'll be watching in October and November
Three things will tell us whether this season was a continuation of last year or the start of something different: whether the early release of proxy positions spreads below the ASX 300, whether the independence question turns into votes against long-serving Directors rather than staying a question at the meeting, and whether AI moves from an occasional shareholder question to something the ASA puts on its list.
I'll share an update once the season is done on what actually played out.
Talk to us before the notice goes out
For most 30 June companies the Notice of Meeting is either being finalised now or going out in the next few weeks, and the Chair's briefing comes after that. So there’s still a small window of time to get this right. Our Company Secretarial Team works through this with clients every season, from the proxy position to the Chair's briefing, and our meetings team runs the day itself, in the room and online.
Get in touch and tell us where you’re up to.
