ACCR recommends vote against Woodside directors: significant underperformance

The Australasian Centre for Corporate Responsibility (ACCR) has filed members’ statements with Woodside Energy Group Ltd, dissenting against the election of all directors standing at the upcoming annual general meeting (AGM).

The members’ statements say Woodside’s entire Board shares collective responsibility for the company’s failings, which include Woodside’s chronically poor shareholder returns and its ongoing failure to manage climate risk.

The governance concerns outlined in the statements include:

• Failure to respond to significant underperformance: Woodside has significantly and chronically underperformed relative to the local market and the global oil and gas sector; 168% lower total shareholder returns (TSR) than the ASX100 and 83% lower than the MSCI World Energy over 15 years. Despite this, Woodside persists with the same high-cost, high-carbon, low-value strategy that contributed to its financial underperformance.
• Failure to materially respond to escalating investor feedback on management of climate risk. In 2024, 58% of shareholders voted against Woodside’s Climate Transition Action Plan (CTAP); in 2021, it was 49%. The Board’s response has largely been to restate the existing strategy and hold more engagements with investors – without substantively addressing investors’ climate concerns.

A vote against all directors facing either re-election or election in 2025 is warranted:

• Ann Pickard - Sustainability Committee chair since 2017, had oversight of the two climate plans which received successive record-breaking votes against.^[1]
• Ben Wyatt - current chair of the Audit and Risk Committee, his responsibilities include oversight of climate risk. Having sat on the Sustainability Committee for two years until December 2023, he shares responsibility for the climate plan that was voted against by 58% of shareholders.
• Tony O’Neill - has sat on the Sustainability Committee since his appointment in June 2024, and shares responsibility for the Board’s response to the majority vote against the climate plan.

Alex Hillman, Lead Analyst of the Australasian Centre for Corporate Responsibility (ACCR) said:

“The Board continues to back Woodside’s strategy – which means it is not grappling with the magnitude of the company’s underperformance or investor feedback on management of climate risk. Investors should now be asking if their directors are acting in the best interests of the company.

“Woodside has significantly and chronically underperformed its peers, the global equities market and the local equities market. Yet the company is persisting with the high-cost, high-risk, fossil fuel growth strategy that has contributed to its significant underperformance.

“This is not a temporary blip: Woodside eroded a massive 21% TSR in 2024 and only generated 0.7% TSR per year over 15 years. The underperformance runs deep yet the Board has not acknowledged the issue.

“Last year’s 58% vote against Woodside’s Climate Transition Action Plan (CTAP) is the world’s only majority vote against a company’s climate plan. This saw Woodside break its own global record for the worst climate vote of any company and follows Woodside’s worst director vote in 2023 and the worst vote against a Woodside Chair in 2024.

“It is astounding that Woodside has made no material change to its strategy in response to these votes. This raises serious questions about governance.

“As last year’s Qantas Governance Review Report said, effective corporate governance requires the right balance between support and challenge of management. Yet we see little evidence that Woodside’s Board is providing the kind of rigorous oversight of management investors would expect, especially given the chronic underperformance and persistent investor concerns about climate risk.”

Background

Record of investor dissent at Woodside AGMs:

• 2020 - 50% vote in favour of an ACCR resolution seeking that the company set Paris-aligned Scope 1, 2 and 3 targets, and to adjust capital allocation and remuneration accordingly.
• 2022 - 49% vote against Woodside’s Climate Plan under the Say on Climate mechanism, the lowest level of support for a climate plan since the inception of Say on Climate.
• 2023 – a record-breaking 35% vote against director Ian Macfarlane over climate governance concerns.
• 2024 - 58% vote against Woodside's Climate Transition Action Plan, the world's first majority vote against a company climate plan. A 17% vote against re-election of Chair Richard Goyder, the worst vote against a Chair in Woodside's history.

Notes on data:

All TSR values are calculated on a US$ basis, for the year(s) ending 31 December 2024. Additional data, including data tables.