Maxine Brenner, one of the country’s highest-profile directors, is facing opposition to her bid to be re-elected to the board of telecommunications giant Telstra after an influential governance advisory firm recommended clients vote against her and criticised her legacy at Qantas.
In a scathing assessment circulated last week, Institutional Shareholder Services not only recommended a vote against Brenner, who is also a director at supermarket retailing giant Woolworths and logistics provider Brambles, but questioned whether she would be suitable to be on any board.
Institutional Shareholder Services is among a handful of advisory firms that assist large investors in deciding how to cast their votes ahead of annual meetings. The firm is supporting all other proposals put to Telstra shareholders, including the re-election of two other directors, Holly Kramer and Ming Long, and is also backing proposed executive bonuses.
Brenner collects close to $850,000 a year for her work at Woolworths, Telstra and Brambles. She has previously sat on the boards of explosives manufacturer Orica and electricity and gas group Origin Energy.
For more than a decade, between 2013 and 2024, Brenner was one of the directors of Qantas, which was then led by long-time chief executive Alan Joyce and chairman Richard Goyder. Joyce’s tenure was controversial, and the airline was sued for selling tickets on flights it had already cancelled and for illegally sacking thousands of workers during the pandemic.
Ultimately, Joyce left as customer anger grew. The Qantas board hired a former McKinsey partner, Tom Saar, in 2023 to review its governance practices. Saar reported the following year that the board had failed to challenge Joyce’s “command and control” approach, which had left the airline with “significant reputational and customer service issues”. The board clawed back more than $9 million in bonuses paid to Joyce.
Qantas also paid $120 million to settle the cancelled flights lawsuit brought by the Australian Competition and Consumer Commission.
“Governance reform initiatives and remediation efforts were implemented at Qantas board, but largely taking place following [Brenner’s] departure and not mitigating the concerns about board oversight, fiduciary duties and accountability during her tenure,” Institutional Shareholder Services said.
“Governance failings identified arose while Ms Brenner served as a long-standing director and member of [the Qantas board’s] remuneration committee. As such, these matters remain relevant when assessing her ongoing suitability for election to other listed company boards.”
Brenner, married to former One.Tel managing director Jodee Rich and the sister-in-law of former AMP chairwoman Catherine Brenner, has been described as one of the most powerful Australian businesswomen.
“Maxine is a deeply experienced and highly respected company director of some of Australia’s largest and most complex companies,” Telstra chairman and former AMP chief executive Craig Dunn said, defending her record, reputation and skill set. “We welcome and greatly value the insights and experience Maxine brings to the Telstra board.”
In its note, Institutional Shareholder Services suggests that the issues at Qantas, however, could weigh heavily on her future appointments.
“Reference is made to the issues identified by the Saar governance report involving failures of governance, board and risk oversight and fiduciary duties at Qantas, the ACCC legal action, High Court ruling on the illegal firing of 1700 workers … in this regard, some shareholders may seek to hold directors accountable,” the firm wrote in its recommendations.
Other governance advisers have backed Brenner. CGI Glass Lewis, which is similarly influential among institutional investors, has recommended supporting Brenner’s re-election to the board, raising no concerns.
ISS recommended voting against Brenner when she joined Telstra’s board in 2023, again over concerns about Qantas. She suffered a 17 per cent vote against her. ISS then raised eyebrows by giving a green light to two of her fellow Qantas directors, marketing executive Todd Sampson and former Citibank executive Belinda Hutchinson, being reelected to the airline later that year.