“Time’s up”: Institutional investors call for Woodside directors to be held to account on climate strategy

The Australasian Centre for Corporate Responsibility​ (ACCR), along with institutional investors Vision Super and Betashares, today announced they 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.

This is the first time institutional investors have sought to bring climate accountability to board level by using members’ statements to dissent on a resolution for the re-election of directors at an ASX100 company.

All Woodside directors share responsibility for the board’s failings with regard to governance and climate change. With three-year director terms in Australia, this concern should be expressed with a vote against the long-standing directors facing re-election in 2023, being:

• Ian Macfarlane
• Swee Chen Goh
• Larry Archibald

The investor co-filers state that Woodside’s repeated failure to respond to material shareholder votes around climate risk management has raised genuine governance concerns.

Over the past three years Woodside has faced successive and record-breaking shareholder votes against its climate plans, yet has refused to change tack.

The investors are concerned that while Woodside is bringing in record returns in today’s high commodity price environment, the company is failing to position for value creation in a net zero economy. Due to its continued fossil fuel expansion, the company is running the risk of future impairments in a transitioning global economy.

The members’ statements note that Woodside acknowledges climate change is a “material strategic governance issue” - one overseen directly by the board with the support of its committees. Investors are asking that the performance of the three named directors - who have all sat on the Sustainability Committee since their appointment to the board - be assessed on this basis.

Quote attributable to Michael Wyrsch, Chief Investment Officer & Deputy CEO, Vision Super:

“Woodside is continuing to allocate the bulk of its capital to developing new oil and gas projects instead of pivoting to deal with the inevitable changes that climate change is bringing. With the war in Ukraine, Woodside got a second chance to pursue a viable long-term strategy, but again failed to grasp that opportunity. We have lost confidence in the Board’s ability to oversee a change to an appropriate strategy, and in particular we have lost faith in the Directors who sit on the Sustainability Committee.”

Quotes attributable to Alex Hillman, Lead Analyst, Australasian Centre for Corporate Responsibility:

“This historic co-filing to hold directors of Woodside to account has come after years of clear and consistent messages from investors that the Woodside board is stuck in the past with no credible plan to take advantage of the 21st century energy transition.”

“We saw it first with the Engine No.1 campaign at Exxon, and then here in Australia with the AGL board - shareholders in high emitting companies are increasingly demanding climate accountability and climate competence at board level because they know that is the path to corporate value creation.

“Directors are obligated to act on behalf of, and be accountable to, shareholders. Director re-elections are not rubber-stamping exercises.”

“ACCR is deeply concerned that on 14 March Woodside emailed ACCR to say it would not be including the statements in the Notice of AGM because: “the documents do not meet the Corporations Act requirement”. This was two weeks after ACCR co-filed the member statements, a week after Woodside had indicated that the Notice of Meeting was to be finalised and after repeated unanswered requests for Woodside to confirm the filings’ validity.

“ACCR is confident it has validly complied with the provisions of the Corporations Act that govern shareholders’ requests for distribution of shareholder statements and in particular s.249P of the Corporations Act.

“ACCR has urgently requested particulars supporting Woodside’s assertion. Woodside is yet to respond to ACCR’s request for more information about why the company has refused to distribute the members’ statements.

“ACCR is deeply concerned at this apparent denial of shareholders ability to voice concerns about governance at the AGM. This is a bold move from a company facing allegations that it does not listen to shareholders.”

"In the present circumstances, where we have given Woodside an opportunity to explain its refusal to comply with a valid request made by shareholders under the Corporations Law, and where Woodside has declined that opportunity, it is reasonable to conclude that Woodside is clutching at straws to avoid complying with a lawful request of its own shareholders.”

Background

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.

Read the three Members’ Statements here.

In 2020, 50% of Woodside’s shareholders voted for an ACCR resolution asking for the company to do better on climate risk management. In 2022, Woodside received the largest vote against its 2021 Climate Action Transition Plan of any company since the Say on Climate mechanism was introduced.

Say on Climate is a global initiative, where companies develop climate strategies and offer shareholders a vote at a general meeting. There have been 61 votes to date and Woodside’s has secured the lowest vote globally. The average vote against these plans has been 7.75%, whilst at Woodside’s 2022 AGM, 49% of votes cast were against the 2021 Climate Report.

Votes against SoC resolutions that had at least 10% vote against the plan (%; MSCI)