Proxy adviser CGI Glass Lewis recommends against Woodside chair Richard Goyder’s re-election over climate plan

Woodside Energy chair Richard Goyder has copped a whack from proxy firm CGI Glass Lewis, which has recommended against his re-election at the company’s annual general meeting later this month.

Mr Goyder has served on the petroleum giant’s board since 2017 following more than a decade leading Wesfarmers. But he faced severe turbulence last year at airline Qantas and will retire from its board within months.

CGI argued Woodside needed to sharpen up its shareholder engagement after a series of tight votes on climate policy at previous general meetings.

The Perth-based company had an “evident shift in tone” from board and management ahead of the meeting set for April 24 but CGI argued this week that it had not been enough.

The powerful proxy adviser also pointed at the Qantas firestorm, which had included a major Federal Court battle with the competition regulator over ghost flights.

“Some shareholders may find his accountability for oversight failings relevant in assessing his suitability as the chair of Woodside,” it said.

A Woodside spokeswoman hit back, saying Mr Goyder was a highly-capable and effective leader.

He provided “valuable insight, stewardship and strength to the board”, she said.

“Mr Goyder and the senior leadership team have held numerous direct engagements with a broad range of shareholders on climate strategy and governance,” the spokeswoman said, noting climate change was discussed at every board meeting.

“We have listened carefully to our investors, who have asked for more detailed information about our climate action plans, which we have provided in our Climate Transition Action Plan and 2023 Progress Report.”

The ASX20 company has promised about $US5 billion on green energy investment, with a series of hydrogen projects topping the list.

Despite the surgical strike on Mr Goyder, CGI gave Woodside a score of 8.1 out of 10 on environmental, social and governance metrics. Climate risk mitigation was rated 9.3 out of 10.

Australian Centre for Corporate Responsibility executive director Brynn O’Brien said Mr Goyder was facing a “shareholder revolt over his board’s chronic unresponsiveness to shareholder concerns about the company’s management of climate risk under his helm”.

“It is a world first for an incumbent chair of a major oil and gas company to face the threat of being held personally accountable for company climate failings,” she said.

Ms O’Brien said investors had given four years of persistent feedback about Woodside’s climate strategy, yet the plan was “materially unchanged”.

“Woodside persists in a determination to bet shareholder money against the energy transition, without any sign it has a serious Plan B,” she said.

CGI also suggested investors refuse to approve Woodside’s climate plan. But the company’s remuneration report was green-lit, a sharp change from last year when 21 per cent of shareholders voted no. CGI had recommended against that report.

New director Ahok Belani — who had served as a new energy executive at oil and gas contractor SLB — was given the tick.

Proxy firms have been hugely influential in recent years through their role advising institutional investors on AGM votes. CGI is US-based and is said to be the second largest of the big four active in Australia.

Woodside shares had closed effectively steady at $30.54 each.