Rear Window

Richard Goyder’s record faces a rabble of proxies

Should Goyder’s Qantas failures be a mark against him at Woodside? Depends who you ask.

Mark Di StefanoColumnist

Apr 14, 2024 – 2.32pm

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Not 12 months ago, Richard Goyder’s life was humming. Despite the agitations of this column, his tenure as chairman of Qantas and Woodside was chugging along, and while club presidents were tiring of Goyder’s search for successor to departing AFL CEO Gil McLachlan, his leadership of the game was still relatively secure.

Fast-forward to the present and Goyder is bloodied and bruised, staggering from one stakeholder meeting to the next. He’s set in motion his embarrassing exit from Qantas – hastened by Alan Joyce’s sudden share sale in the midst of an ACCC investigation – and AFL circles expect him to begin the process of finding his own successor.

Woodside and Qantas chairman Richard Goyder at the airline’s AGM last year. Eamon Gallagher

But it’s Goyder’s chairmanship of Woodside now taking chunks out of him. Heading into the oil and gas producer’s AGM in 10 days’ time there’s a rabble of green groups and proxy houses advocating against his reappointment. It’s one of two major issues facing shareholders, alongside approval of Woodside’s climate report.

Of the three major proxies, Ownership Matters has been the only to recommend shareholders vote yes to both. CGI Glass Lewis has recommended a vote against the climate report (it’s not doing enough to respond to shareholder climate concerns) and the re-election of the chairman, citing, among other things, the governance failures at Qantas.

Then there’s Institutional Shareholder Services. Its advice says shareholders should vote against the climate report, but for Goyder. Still following? “The issues at Qantas have been addressed,�? ISS wrote. “Mr Goyder and other directors have accepted responsibility and accountability and taken appropriate steps, which does not pose any significant risk implication at Woodside.�?

If that’s the case, well, then it sure was quick. In October last year, ISS research honcho Vas Kolesnikoff made a splash by coming out against the election of then-Qantas board member Maxine Brenner to the board of Telstra. Kolesnikoff told this masthead his proxy firm objected to Brenner’s election because of the “material failures�? in her oversight at Qantas.

She is also a director at Origin Energy and Woolworths, but Kolesnikoff singled her out, particularly noting the ACCC’s legal action against Qantas over selling tickets on cancelled flights and the High Court ruling over illegal sackings. Still, Brenner was elected to the Telstra board (with a 17 per cent protest vote).

So why did ISS go after Brenner over Qantas failures seven months ago, but give Goyder a clean bill of health for the same issues? Reached on Sunday, Kolesnikoff said Goyder had done enough to steady the trajectory at Qantas, mentioning his and Brennan’s exits from the airline. “Richard has accepted accountability,�? he said.

Yet, that still doesn’t explain why ISS – weeks after the Brenner-Telstra dust up – recommended that Todd Sampson and Belinda Hutchinson get re-elected to the Qantas board at the airline’s AGM (it recommended against the company’s rem report and Vanessa Hudson’s LTIP awards). Sure Richard and Maxine were heading for the door, but Todd and Belinda were there in the same board meetings, providing the same failed oversight that got Qantas into its mess.

How did they escape involvement in the ISS accountability project? To say nothing for the fact that it was Goyder who approved Joyce’s ill-advised share sale five weeks after Gina Cass-Gottlieb started investigating the company.

The recent Qantas meltdown around governance asks the question: should the failures of its directors at company A affect how shareholders vote at company B? Well, obviously they should.

But applying the standards in a consistent way shouldn’t be this difficult. How fortunate for Goyder that it is.

Mark Di Stefano is Rear Window columnist, based in the Sydney newsroom. He previously worked at BuzzFeed, the Financial Times and The Information before joining the Financial Review as a media and tech correspondent. Connect with Mark on Twitter. Email Mark at mark.distefano@afr.com