In an article published by the Australian Institute of Company Directors magazine, corporate and M&A partner Jeremy Lanzer explains that while activism used to be an occasional challenge, arising from a hedge fund value play, an unpopular takeover, or where executive pay was not viewed as being aligned with performance, today it’s a continuous and systemic feature reshaping how Australian boards operate.
“The real question for directors today is not whether every activism campaign is justified, but whether it is revealing where trust has frayed.”
Jeremy cites a range of examples of the trend, including the response of investors to James Hardie’s US$8.75 billion cash and scrip acquisition of AZEK, which they saw as a breach of trust and a failure in accountability. “The company made the mistake of dismissing a legitimacy issue as mere noise. In fact, as investor backlash intensified, James Hardie had to retreat, which damaged the board’s credibility – and the ASX was forced to review its waiver process.”
In 2024, when ANZ received a first strike on its remuneration report, significant governance concerns drove the bank to withdraw a proposed equity grant to the CEO. A second strike at the 2025 AGM triggered a spill resolution.
“The spill failed, but the lesson is that activism doesn’t need to win every substantive resolution to be effective,” Jeremy explained. “It often does its work through the softest target – the remuneration vote – where it’s hardest for boards to sidestep concerns about conduct, culture, risk oversight and accountability.”
The article also covers the impact of the employee voice, which has emerged more recently, gaining strength when boards and investors begin to recognise culture, ethics and how the workforce is treated as material to corporate value.
“If employee, community and investor concerns start pointing in the same direction, your internal issue has blown out into a board crisis,” Jeremy says.
To read the full article, click here.
