Members’ statements relating to the re-election of directors to the Woodside Energy board

The Australasian Centre for Corporate Responsibility​ (ACCR), along with institutional investors Vision Super and Betashares, have co-filed members’ statements with Woodside Energy Group, calling on directors to be held to account for the board’s repeated failure to present a credible climate strategy - a failure that raises genuine governance concerns.

The director re-elections will be voted on at Woodside Energy's AGM on Friday, 28 April 2023 at 10:00 AWST / 12:00 AEDT (21:00 CDT Thursday, 27 April) in Perth, Western Australia.

Members’ statement for resolution relating to the re-election of Ian Macfarlane (670 words inc footnotes)

The Woodside Energy board is failing to respond to shareholder concerns on climate risk management

Woodside has repeatedly failed to respond to material shareholder votes around climate risk management, raising genuine governance concerns. Woodside's lack of responsiveness to shareholders on these risks warrants a vote against Ian Macfarlane, who has been a member of the company’s Sustainability Committee for the duration of his tenure.

Whilst Woodside is producing record returns in today’s high commodity price environment, these persistent investor concerns relate to how the company is positioning for value creation in a net zero economy.

2020 shareholder resolution on Paris-alignment

At Woodside’s May 2020 AGM, shareholders owning a combined 50% of the company sought disclosure of Paris-aligned climate targets, capital allocation and remuneration.^1 The shareholder concerns, represented by this significant vote, were not addressed. In 2021 the company announced a net emissions reduction target of 30% by 2030 which excluded scope 3 emissions; did not reduce funding to fossil fuel expansion; and did not introduce a remuneration structure prioritising emissions reduction.^2

2021 Climate Report and Say on Climate vote

At its 2022 AGM, Woodside received the lowest recorded vote for a Climate Transition Action Plan since the inception of the Say on Climate mechanism, with 49% of votes cast against the 2021 Climate Report. Shareholder concerns included that:

• No tangible scope 3 targets had been disclosed;
• Woodside lacked science-based/Paris-aligned targets;
• Operational emissions reduction targets were insufficiently ambitious, and/or lacked detail;
• There was an overreliance on the use of offsets;
• Woodside is lagging its peers in relation to its emissions plan;
• Woodside's disclosure and responsiveness was poor.

No commitment to second Say on Climate vote

At the 2022 AGM, when the Australian Shareholders' Association asked the Chair if Woodside would provide a 2023 Say on Climate vote considering the lack of shareholder support, the Chair responded that it would not. Consistent with this prior statement, no commitment to a second Say on Climate vote has been made in the reporting suite published 27 February 2023.

The 2022 Climate Report

The 2022 Climate Report presented an opportunity for Woodside to demonstrate that it was responding to the concerns expressed by investors over the last three years. Whilst the company stated that it had engaged with shareholders throughout 2022, this has not translated in any substantive changes in its climate strategy. In fact the Chair stated in his opening remarks that “our understanding and our strategy remains consistent” with the 2021 Report.^3 Key observations relating to investor concerns are below:

• Woodside has not committed to targets that are science-based;
• Woodside has not set a scope 3 target;
• Only incremental improvements in scope 1 emission reductions have been disclosed;
• Offsets continue to dominate Woodside’s scope 1 decarbonisation strategy.

In addition, the 2022 reporting suite confirms that Woodside is continuing to allocate the bulk of its capital to developing new oil and gas projects, which increases risk of impairments in a transitioning global economy.

Climate change governance at Woodside

Woodside acknowledges that 'climate change is a complex and material strategic governance issue', one which is directly overseen by its Board with the support of its committees.^4 The Sustainability Committee is responsible for considering the company's 'management of climate change risk and opportunities', and oversaw and reviewed Woodside’s 2021 and 2022 Climate reports.^5 All directors up for re-election have sat on Woodside's Sustainability Committee for the duration of their tenure as board members. In 2022, Woodside reported that the majority of its directors are 'highly competent' across all 'climate change' competencies.^6 The latest annual report confirmed the Board’s self-assessment that Board members 'collectively have the necessary skills and competencies'. However, the company does not disclose any specific information in support of this conclusion.

Ian Macfarlane has been a Woodside director and Sustainability Committee member since November 2016. Consequently, Mr Macfarlane shares responsibility for the Board’s failings with regard to governance and climate change.

Members’ statement for resolution relating to the re-election of Larry Archibald (670 words inc footnotes)

The Woodside Energy board is failing to respond to shareholder concerns on climate risk management

Woodside has repeatedly failed to respond to material shareholder votes around climate risk management, raising genuine governance concerns. Woodside's lack of responsiveness to shareholders on these risks warrants a vote against Larry Archibald, who has been a member of the company’s Sustainability Committee for the duration of his tenure.

Whilst Woodside is producing record returns in today’s high commodity price environment, these persistent investor concerns relate to how the company is positioning for value creation in a net zero economy.

2020 shareholder resolution on Paris-alignment

At Woodside’s May 2020 AGM, shareholders owning a combined 50% of the company sought disclosure of Paris-aligned climate targets, capital allocation and remuneration.^7 The shareholder concerns, represented by this significant vote, were not addressed. In 2021 the company announced a net emissions reduction target of 30% by 2030 which excluded scope 3 emissions; did not reduce funding to fossil fuel expansion; and did not introduce a remuneration structure prioritising emissions reduction.^8

2021 Climate Report and Say on Climate vote

At its 2022 AGM, Woodside received the lowest recorded vote for a Climate Transition Action Plan since the inception of the Say on Climate mechanism, with 49% of votes cast against the 2021 Climate Report. Shareholder concerns included that:

• No tangible scope 3 targets had been disclosed;
• Woodside lacked science-based/Paris-aligned targets;
• Operational emissions reduction targets were insufficiently ambitious, and/or lacked detail;
• There was an overreliance on the use of offsets;
• Woodside is lagging its peers in relation to its emissions plan;
• Woodside's disclosure and responsiveness was poor.

No commitment to second Say on Climate vote

At the 2022 AGM, when the Australian Shareholders' Association asked the Chair if Woodside would provide a 2023 Say on Climate vote considering the lack of shareholder support, the Chair responded that it would not. Consistent with this prior statement, no commitment to a second Say on Climate vote has been made in the reporting suite published 27 February 2023.

The 2022 Climate Report

The 2022 Climate Report presented an opportunity for Woodside to demonstrate that it was responding to the concerns expressed by investors over the last three years. Whilst the company stated that it had engaged with shareholders throughout 2022, this has not translated in any substantive changes in its climate strategy. In fact the Chair stated in his opening remarks that “our understanding and our strategy remains consistent” with the 2021 Report.^9 Key observations relating to investor concerns are below:

• Woodside has not committed to targets that are science-based;
• Woodside has not set a scope 3 target;
• Only incremental improvements in scope 1 emission reductions have been disclosed;
• Offsets continue to dominate Woodside’s scope 1 decarbonisation strategy.

In addition, the 2022 reporting suite confirms that Woodside is continuing to allocate the bulk of its capital to developing new oil and gas projects, which increases risk of impairments in a transitioning global economy.

Climate change governance at Woodside

Woodside acknowledges that 'climate change is a complex and material strategic governance issue', one which is directly overseen by its Board with the support of its committees.^10 The Sustainability Committee is responsible for considering the company's 'management of climate change risk and opportunities', and oversaw and reviewed Woodside’s 2021 and 2022 Climate reports. ^11 All directors up for re-election have sat on Woodside's Sustainability Committee for the duration of their tenure as board members. In 2022, Woodside reported that the majority of its directors are 'highly competent' across all 'climate change' competencies. ^12 The latest annual report confirmed the Board’s self-assessment that Board members 'collectively have the necessary skills and competencies'. However, the company does not disclose any specific information in support of this conclusion.

Larry Archibald has been a member of the Woodside board, and a member of its Sustainability Committee, since 2017. Consequently, Mr Archibald shares responsibility for the Board’s failings with regard to governance and climate change.

Members’ statement for resolution relating to the re-election of Swee Chen Goh (670 words inc footnotes)

The Woodside Energy board is failing to respond to shareholder concerns on climate risk management

Woodside has repeatedly failed to respond to material shareholder votes around climate risk management, raising genuine governance concerns. Woodside's lack of responsiveness to shareholders on these risks warrants a vote against Swee Chen Goh, who has been a member of the company’s Sustainability Committee for the duration of her tenure.

Whilst Woodside is producing record returns in today’s high commodity price environment, these persistent investor concerns relate to how the company is positioning for value creation in a net zero economy.

2020 shareholder resolution on Paris-alignment

At Woodside’s May 2020 AGM, shareholders owning a combined 50% of the company sought disclosure of Paris-aligned climate targets, capital allocation and remuneration. ^13 The shareholder concerns, represented by this significant vote, were not addressed. In 2021 the company announced a net emissions reduction target of 30% by 2030 which excluded scope 3 emissions; did not reduce funding to fossil fuel expansion; and did not introduce a remuneration structure prioritising emissions reduction. ^14

2021 Climate Report and Say on Climate vote

At its 2022 AGM, Woodside received the lowest recorded vote for a Climate Transition Action Plan since the inception of the Say on Climate mechanism, with 49% of votes cast against the 2021 Climate Report. Shareholder concerns included that:

• No tangible scope 3 targets had been disclosed;
• Woodside lacked science-based/Paris-aligned targets;
• Operational emissions reduction targets were insufficiently ambitious, and/or lacked detail;
• There was an overreliance on the use of offsets;
• Woodside is lagging its peers in relation to its emissions plan;
• Woodside's disclosure and responsiveness was poor.

No commitment to second Say on Climate vote

At the 2022 AGM, when the Australian Shareholders' Association asked the Chair if Woodside would provide a 2023 Say on Climate vote considering the lack of shareholder support, the Chair responded that it would not. Consistent with this prior statement, no commitment to a second Say on Climate vote has been made in the reporting suite published 27 February 2023.

The 2022 Climate Report

The 2022 Climate Report presented an opportunity for Woodside to demonstrate that it was responding to the concerns expressed by investors over the last three years. Whilst the company stated that it had engaged with shareholders throughout 2022, this has not translated in any substantive changes in its climate strategy. In fact the Chair stated in his opening remarks that “our understanding and our strategy remains consistent” with the 2021 Report.^15 Key observations relating to investor concerns are below:

• Woodside has not committed to targets that are science-based;
• Woodside has not set a scope 3 target;
• Only incremental improvements in scope 1 emission reductions have been disclosed;
• Offsets continue to dominate Woodside’s scope 1 decarbonisation strategy.

In addition, the 2022 reporting suite confirms that Woodside is continuing to allocate the bulk of its capital to developing new oil and gas projects, which increases risk of impairments in a transitioning global economy.

Climate change governance at Woodside

Woodside acknowledges that 'climate change is a complex and material strategic governance issue', one which is directly overseen by its Board with the support of its committees. ^16 The Sustainability Committee is responsible for considering the company's 'management of climate change risk and opportunities', and oversaw and reviewed Woodside’s 2021 and 2022 Climate reports. ^17 All directors up for re-election have sat on Woodside's Sustainability Committee for the duration of their tenure as board members. In 2022, Woodside reported that the majority of its directors are 'highly competent' across all 'climate change' competencies. ^18 The latest annual report confirmed the Board’s self-assessment that Board members 'collectively have the necessary skills and competencies'. However, the company does not disclose any specific information in support of this conclusion.

Swee Chen Goh has been a member of the Woodside board, and a member of its Sustainability Committee, since 2020. Consequently, Ms Goh shares responsibility for the Board’s failings with regard to governance and climate change.

Due to investor interest, ACCR has also compiled a summary of our recent engagements with Woodside, which can be accessed here.

Please read the terms and conditions attached to the use of this site.