7 questions asked at 2022 Woodside AGM

May 19, 2022

Below is the text of written questions lodged at the 2022 Woodside Energy AGM held on May 19 in Perth. All were read out in full with the exception of the final one.

1. Did any of the main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - recommend a vote against any of the board's recommendations on today's resolutions? Does the chair and CEO have a view about the proposed changes to Australian proxy adviser regulations which would force proxy advisers to fact check their reports by supplying companies with a copy as it was simultaneously sent to paying clients and then giving companies a right of reply to correct any errors via the ASX announcements platform. The proposal was blocked by the Senate but Treasurer Josh Frydenberg is expected to try again if the government is re-elected and he holds his seat? Should he do this?

2. Woodside has spent more than $1 million of shareholder funds buying access to our two major political parties over the past few years. When are we going to finally follow the lead of BHP and Rio Tinto and stop giving six figure subscription payments to the two major parties every year, buying access to their senior officials, Ministers and elected representatives. At a time when the lack of integrity in Canberra is front and centre, surely an evolving ESG policy at Woodside would preclude payments to political parties in the period ahead.

3. Retail shareholder voting participation has been falling in recent years because we all feel powerless in the face of big institutional votes. When disclosing the outcome of voting on all resolutions today, could you please advise the ASX how many shareholders voted for and against each item, similar to what happens with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and was a disclosure initiative adopted by the likes of Metcash, Altium and Dexus after their 2021 AGMs. I also note that Woodside has never published a full transcript of AGM debate on your website and was unable to find any webcast archive of last year's AGM. The likes of Crown Resorts, Woolworths, IAG, Nine, Suncorp, ANZ, Transurban & ASX now all provide full AGM transcripts, plus an archive of the webcast. Will Woodside follow suit in 2022?

4. Item 3d - Ben Wyatt election:

Could Ben please comment on why he is yet to buy any shares in Woodside. Could he also comment on what links he retains with the WA Labor Government and does he believe he can help Woodside manage its political risks in WA? Also, with the addition of Ben Wyatt to the board, how many of our directors are based in Perth and where do the other directors live?

5. Chairman Richard Goyder is arguably in breach of the ASA workload rules given that he currently chairs Perth-based Woodside, Sydney-based Qantas and the Melbourne-based AFL Commission, Australia's largest sporting code. Which of these roles is the most time consuming and which is likely to end first? Also, when our chair has a clash and is unavailable, could Dr Susan Ryan outline who takes on the role of Acting Chairman?

6. This transaction will double the size of Woodside and also potentially more than double the number of Woodside shareholders. How many shareholders do we currently have and what steps have we taken or will we take to manage down the size of our share register, given that many of our new shareholders will have a relatively small parcel of Woodside shares. Also, do we have an estimate as to how many Australians own shares in both Woodside and BHP, such that this deal will simply add to their existing Woodside holding. What are the estimates on how many BHP shareholders will not take up their Woodside shares?

7. Two years ago, the Woodside proxy votes on various shareholder resolutions were not disclosed until after the debate was finished. ASA best practice is to disclose the proxies before the vote. Given that you mentioned earlier that two of the proxy advisers recommended a vote against the climate report, could you please disclose the proxy position on this item and the contingent items and also explain what aspects of the climate report the proxy advisers were concerned about?

Not asked

8. Given the material 46% protest vote against the board's initial climate change report, surely it would make sense to come back next year to try and achieve a stronger mandate. Remuneration report votes occur every year, so why not commit to an annual climate report, particularly given the massive change to Woodside from the BHP acquisition, as ASA's Geoff Read correctly pointed out?