Richard Goyder’s Woodside role under threat on climate oversight

Richard Goyder faces a battle to remain as Woodside Energy chairman with an influential proxy adviser accusing him of disregarding shareholder concerns over climate.

Woodside claims Richard Goyder has engaged with shareholders on climate strategy and governance ‘with regular discussions at board meetings’. Picture: Getty Images

Richard Goyder faces a battle to remain as Woodside Energy chairman with an influential proxy adviser accusing him of disregarding shareholder concerns over climate along with “oversight failings” under his watch at Qantas.

Proxy adviser CGI Glass Lewis has recommended shareholders vote against Mr Goyder’s re-election at Woodside’s upcoming annual general meeting on April 24 because of what it called a “dismissive” attitude to concerns about emissions and climate.

Glass Lewis added that shareholders may also see his oversight failings as Qantas chair as relevant in assessing his suitability to remain chair of Woodside.

The rebuke marks a fresh setback for one of one of Australia’s most senior directors, who has faced sustained criticism over his performance juggling three high-profile chair roles at Woodside, Qantas and the AFL Commission.

Along with other activist shareholders, Woodside has been targeted by Climate Action 100+, an investor-led initiative to ensure the world’s largest corporate greenhouse gas (GHG) emitters take necessary action on climate change.

Glass Lewis pointed to a report by the Australian Centre for Corporate Responsibility (ACCR) that Woodside under Mr Goyder had been “persistently unresponsive” to shareholder concerns on climate risk management and was pursuing a growth strategy not in shareholders’ interests.

ACCR said the current board had resisted change in the wake of major shareholder votes at the last four annual general meetings, each relating to its failure to deliver a “credible strategy that would maximise shareholder value in the face of the global energy transition”.

Glass Lewis said that when companies faced strong opposition from investors on issues such as climate “they should engage extensively on these matters and provide shareholders with detailed disclosure regarding their engagement efforts”.

“While Woodside has shown some progress in its most recent climate plan by providing disclosure regarding the extent of its shareholder engagement, it still falls short of expectations,” said Glass Lewis in the report, seen by The Australian.

“Although it represents an improvement over previous, extremely limited disclosures, it provides minimal insight into what feedback it specifically heard from shareholders. Consequently, it is challenging to assess how closely the company’s actions in this regard align with investor expectations.”

Along with other activist shareholders, Woodside has been targeted by Climate Action 100+, an investor-led initiative to ensure the world’s largest corporate greenhouse gas (GHG) emitters take necessary action on climate change.

Glass Lewis said that at Woodside’s 2020 AGM it received four shareholder proposals, one of which specifically requested alignment of GHG emissions with the goals of the Paris Climate Agreement.

Although this proposal received majority shareholder support of 52 per cent, there was no disclosure concerning how the company addressed or engaged with shareholders on this matter.

Glass Lewis said a year later Mr Goyder merely noted that 2021 climate report was adopted by 51 per cent of shareholders, without acknowledging the concerns raised by the remaining 49 per cent of shareholders.

Glass Lewis said it noted previous remarks made by Mr Goyder on climate policies that “could be interpreted as dismissive of shareholder dissent”.

“We believe that the previous track record remains noteworthy when assessing support for Mr Goyder at this year’s AGM,” it said.

“The chair should be held accountable for this track record of dismissing shareholder opposition and the ongoing lack of sufficient disclosure enabling a meaningful assessment of the company’s espouse to this opposition. Therefore, we recommend that shareholders oppose Mr Goyder’s re-election.”

Qantas in February promised a “new chapter” with the appointment of John Mullen as chairman, ahead of Mr Goyder’s early retirement.

It followed Mr Goyder’s decision to bring forward his retirement by a year after a series of controversies engulfed Qantas, raising questions about his effectiveness as chair.

This included a Federal Court case by the competition regulator that alleged it engaged in false, misleading or deceptive conduct by advertising tickets for more than 8000 flights that it had been cancelled but not removed from sale.

Under his watch, Qantas hiked up airfares to drive record profits, made it difficult for travellers to use Covid-related travel credits and illegally outsourced 1700 workers.

Mr Goyder also gave approval for former CEO Alan Joyce to offload the bulk of his shares with months to run on his contract, and signed off on big executive salaries and bonuses.

Woodside claims Mr Goyder and the senior leadership team have engaged with shareholders on climate strategy and governance “with regular discussions at board meetings”.

It noted its Climate Transition Action Plan and 2023 Progress Report reflected investor feedback, showing progress from previous disclosures.

Originally published as Richard Goyder’s Woodside role under threat on climate oversight