No change at Woodside: Chair Richard Goyder rebuffs investor push for board up-skill

The Australasian Centre for Corporate Responsibility​ (ACCR) is commenting on the release of Woodside Energy Group’s notice of meeting, ahead of the company’s 2024 annual general meeting (AGM).

Media reported last week that superannuation fund HESTA, which holds 0.8% of Woodside shares and sits in the top twenty of the company’s shareholders, has “constructively engaged” with Woodside over several months and “put forward director candidates for Mr Goyder to consider”. According to HESTA:  “We have shared with Woodside for their consideration, independent and highly credentialed potential director candidates, whose new energy and business transformation skills we believe would add to the board’s current capabilities.”

The notice of meeting, released late Friday, contains no nominations of new director candidates.

ACCR has submitted a Members Statement for the Woodside AGM opposing Goyder’s re-election as Chair.

Commenting on these developments Brynn O’Brien, Executive Director, ACCR

“ACCR viewed HESTA’s engagement as a welcome development, given the urgent need for the boards of energy and resource companies to evolve as the energy system evolves. Investors want confidence that boards of carbon-intensive companies have the right mix of high-calibre and appropriately skilled directors, with the requisite judgement to serve long term shareholder interests in the energy transition.

“With the 2024 AGM Notice of Meeting having been published and with no additional director nominees named, it appears HESTA’s engagement efforts have been dismissed by company chair and chair of the nominations committee, Richard Goyder, who is himself facing re-election this year.

“This is yet another example - in a long list - of the poor responsiveness to shareholders that has been a feature of the Goyder-led Woodside board. Over four years, Goyder’s board has resisted change in the wake of major shareholder votes, each relating to its failure to deliver a credible strategy that will maximise shareholder value in the face of the global energy transition.

“Woodside’s shareholders were already fully justified in a vote against Goyder’s re-election, but this dismissal of a constructive engagement by a major investor may well tip more funds towards voting no.

“Despite four years of strong investor feedback, Woodside has failed to bring anything of substance to the table in its latest climate plan; no credible scope 3 plan, no substantive plan for moving away from an overreliance on offsets, no sanctioning of any significant ‘new energy’ project, and no shift away from allocating the majority of its capital to developing new oil and gas projects.

“Woodside’s resistance to investor feedback is astonishing. Investors dished out the world’s largest vote against a company climate plan in 2022, a global record which is still unsurpassed. This was followed by a record-breaking vote against an incumbent director at last year’s AGM.

“The Goyder-led board has shown a determination to bet shareholder money against a rapid and orderly energy transition, without any sign of a Plan B.

“At the upcoming AGM, a vote against yet another woeful climate plan and the chair who delivered it is not only justified, but essential for risk-focused investors.

“As we saw with another Goyder-led Board, Qantas, Goyder failed to read the room and failed to respond adequately to shareholder concerns. One can only imagine that Goyder is bracing himself for further shareholder outrage at the Woodside AGM this April.”