Below are key takeaways from ISS’ recently released 2025 Australia and New Zealand Proxy Season Review. The full report is available to institutional subscribers by logging into ProxyExchange then selecting the Knowledge Center and its Library tab and to corporate subscribers by logging into Compass then selecting Governance and the Governance Library or Governance Exchange tab.
- The 2025 proxy season in Australia and New Zealand was marked by high investor engagement across over 1,500 resolutions at ASX300 and NZX‑listed companies, with several clear patterns emerging. Shareholders remained focused on remuneration alignment, the effectiveness of board oversight, and the credibility of climate and sustainability disclosures, while also demonstrating strong support for strategic corporate transactions.
- Say‑on‑pay outcomes continued to reflect sustained shareholder scrutiny of remuneration structures. In the ASX300, 35 companies recorded strikes of 25 percent or more against the remuneration report and a further 9 companies narrowly missed the threshold. These outcomes concentrated around concerns with pay structures lacking performance linkage, inconsistent application of discretion, and the continued adoption of tenure‑based or US‑style equity arrangements. The most pronounced dissent occurred where governance issues intersected with safety incidents, regulatory findings, or cultural concerns.
- Director elections showed a sharpened expectation of board accountability. Director election outcomes reflected investor willingness to hold individual directors accountable for governance concerns. Shareholders cast elevated votes against 42 director elections where independence, overboarding, committee oversight, or cultural stewardship were questioned. Notable outcomes included directors being voted off boards, withdrawals prior to AGMs, and elevated scrutiny directed toward remuneration committee members when remuneration concerns were material.
- Environmental and social proposals remained targeted but increasingly diverse. The three‑year resubmission cycle resulted in eight “say on climate” plans, most receiving strong endorsement where companies had strengthened their transition pathways. Shareholder proposals expanded beyond climate to include nature‑related disclosures, deforestation risk, and supply‑chain transparency, especially at financial institutions and large consumer companies. Support was highest where disclosure gaps were evident and lowest where proposals were considered overly prescriptive.
- M&A activity attracted overwhelming support across major transactions. All 10 ASX300 deals put to a vote passed with high levels of approval, reflecting investor confidence in strategic combinations across gold, building materials, software, and industrials. Several transactions highlighted increasing scrutiny on regulatory approval processes, particularly in cross‑border deals.
- In New Zealand, governance practices remained stable with selective pressure points. ISS reviewed 111 NZX meetings, with six resolutions failing—including the removal of two directors at PGG Wrightson. Board composition continued to evolve, gender diversity improved further, and dual‑listed issuers increasingly adopted Australian‑style remuneration reporting despite the absence of a statutory say‑on‑pay regime. Shareholder proposals indicated willingness to challenge entrenched governance structures where disclosure or independence concerns persisted.
Overall, 2025 reinforced a clear pattern: investors across both markets are raising their expectations on remuneration alignment, board oversight, and transparency on climate and nature‑related risks, and are prepared to act decisively where governance standards fall short.
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By:
Aryan Patel, Daniel Qi, Mark Fenol, Isabelle Castaneda
