Shareholder resolutions: the Australian and UK positions compared

The document explains that while UK shareholders can successfully propose advisory resolutions on climate change reporting, Australian shareholders face significant legal barriers. In Australia, legislation and case law prevent shareholders from directly proposing resolutions that direct board action or express opinions on management powers, often requiring a 'special resolution' to amend a company's constitution first—a process that has not yet succeeded due to the 75% support threshold.

• Shareholders in UK listed companies have used 'Aiming for A' resolutions to successfully require boards to provide more information in annual reports regarding the impact of climate change, receiving near unanimous support from voting shareholders.
• Australian law, specifically sections 249D and 249N of the Corporations Act 2001 (Cth), allows 100 shareholders or those with 5% of votes to request a resolution, but section 198A vests management power in the directors.
• Australian case law (National Roads & Motorists’ Association v Parker and ACCR v CBA) establishes that shareholders cannot use resolutions to direct company action or express opinions on how directors should exercise their powers, as this would 'usurp the power of the directors'.
• To bypass legal constraints in Australia, shareholders propose two-part resolutions where the first is a 'special resolution' to amend the company's constitution to allow advisory resolutions; however, these have failed because they require 75% support and lack management or institutional investor backing.
• UK law under sections 338 and 338A of the Companies Act 2006 allows shareholders to propose resolutions and matters of business, provided they are not ineffective, defamatory, or frivolous/vexatious, with no equivalent restrictive provision to Australia's section 198A.

APA

ClientEarth (2018). Shareholder resolutions: the Australian and UK positions compared. https://www.clientearth.org/media/nocntw1v/investor-briefing-uk-v-australian-shareholder-rights-feb-2018-ce-en.pdf

Chicago

ClientEarth. Shareholder resolutions: the Australian and UK positions compared. 2018. https://www.clientearth.org/media/nocntw1v/investor-briefing-uk-v-australian-shareholder-rights-feb-2018-ce-en.pdf.

Wikipedia

{{cite report |author=ClientEarth |title=Shareholder resolutions: the Australian and UK positions compared |date=7 February 2018 |url=https://www.clientearth.org/media/nocntw1v/investor-briefing-uk-v-australian-shareholder-rights-feb-2018-ce-en.pdf |access-date=23 October 2026 |via=Climate Insights Directory}}

BibTeX

@techreport{clientearth2018shareholder, author = {{ClientEarth}}, title = {{Shareholder resolutions: the Australian and UK positions compared}}, institution = {ClientEarth}, year = {2018}, month = feb, url = {https://www.clientearth.org/media/nocntw1v/investor-briefing-uk-v-australian-shareholder-rights-feb-2018-ce-en.pdf}, urldate = {2026-10-23}, note = {Indexed by Climate Insights Directory} }