Who controls the annual general meetings of listed companies? An Australian perspective

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Abstract

Shareholders’ proposals are viewed as a corporate governance mechanism; however, voting behaviour factors remained unknown, and further empirical research is required (Li et al., 2019; Song et al., 2020; Shah & Li, 2025a, 2025b). We have studied the impact of board recommendations on annual general meetings (AGMs) resolutions of Australian listed companies. Boards have provided three types of recommendations for resolutions: vote in favour, against, or no recommendation. The study has empirically analysed 3,382 AGM resolutions for the 2014 to 2018 AGM seasons. The results show that all resolutions with the board’s recommendations to vote in favour or with no recommendations were passed. Moreover, 47 resolutions requisitioned by individuals, shareholders, and boards, where boards recommended to vote against, failed to gain sufficient support from shareholders. The results support the notion that shareholders cannot change the company’s corporate governance with their votes and requisitioned resolutions without board support. This raises serious questions about the role of shareholders and AGMs in corporate governance. Forthcoming studies need to reconsider the future of shareholders’ resolutions and the role of large shareholders at AGMs. Policymakers need to consider how shareholders’ participation at AGMs can be enhanced and how disclosure of information about AGMs for shareholders can be improved.

Keywords: Corporate Governance, Annual General Meetings, AGMs, Shareholders’ Resolutions, Proxy Voting

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: 06.10.2025
Revised: 26.01.2026; 04.03.2026
Accepted: 17.03.2026
Published online: 20.03.2026

How to cite this paper: Shah, S. N. U. H., & Li, Y. (2026). Who controls the annual general meetings of listed companies? An Australian perspective. Journal of Governance and Regulation, 15(2), 151–164. https://doi.org/10.22495/jgrv15i2art13