Shareholders’ voting behaviour and annual general meetings resolutions: Corporate governance implications

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Abstract

The shareholders must be engaged at annual general meetings (AGMs) (Corporations and Markets Advisory Committee [CAMAC], 2012), and exercise their voting rights effectively (Commonwealth of Australia, 2008) because shareholders participate in corporate decision-making when they exercise their voting rights (Li & Ang, 2022; Lipton et al., 2023; Song et al., 2020; Van der Elst, 2004). This study empirically analysed shareholders’ voting behaviour at AGM resolutions. We studied AGMs of 122 sample Australian listed companies from 11 sectors and 3,382 resolutions categorised into 26 groups. The voting results found that shareholders’ engagement in corporate decision-making was consistently enhanced. The proxy voting turnout showed that constitution, spill and environmental, social, and governance (ESG) resolutions failed to secure sufficient support to be passed; for all other resolutions, voting turnouts, when resolutions were decided on a poll and proxy votes when resolutions decided on a show of hand showed overwhelming shareholders support. The role of AGMs and shareholders’ engagements in decision-making is still under question because shareholders’ engagement in corporate governance is limited to votes at AGMs resolutions presented by management. Moreover, further studies must examine the factors that shareholders consider while exercising their voting rights. However, we propose that artificial intelligence could revolutionize this process by enhancing shareholder’s informed engagement and reshaping the AGMs from physical to online with significant cost savings.

Keywords: Corporate Governance, Annual General Meetings (AGMs), AGMs Resolutions, Shareholders’ Voting, Voting Turnout, Proxy Vote

Authors’ individual contribution: Conceptualization — S.N.U.H.S.; Methodology — S.N.U.H.S.; Formal Analysis — S.N.U.H.S.; Investigation — S.N.U.H.S.; Writing — Review & Editing — S.N.U.H.S. and Y.L.; Supervision — Y.L.

Declaration of conflicting interests: The Authors declare that there is no conflict of interest.

JEL Classification: G3, G34, K4

Received: 06.08.2024
Revised: 10.11.2024; 11.12.2024; 29.04.2025
Accepted: 23.05.2025
Published online: 28.05.2025

How to cite this paper: Shah, S. N. U. H., & Li, Y. (2025). Shareholders’ voting behaviour and annual general meetings resolutions: Corporate governance implications [Special issue]. Journal of Governance & Regulation, 14(2), 275–287. https://doi.org/10.22495/jgrv14i2siart6