A guide to shareholder climate resolutions

The document examines the legal mechanics of shareholder climate resolutions in Asia, detailing jurisdiction-specific requirements for filing, voting thresholds, and the role of company charter documents. It highlights a general trend toward increased ESG consciousness and regulatory focus on net-zero transitions in the region, while noting that legal landscapes vary significantly between countries.

• Shareholder climate resolutions can be proposed in all 11 analyzed Asian jurisdictions, though the specific legal requirements and processes differ by country.
• In Japan, shareholder climate resolutions are predominantly brought as amendments to the articles of incorporation because climate objectives do not normally fall within the default matters subject to a shareholders' resolution under the Companies Act.
• In India, shareholder climate resolutions typically do not fall within prescribed matters requiring approval; therefore, shareholders must either amend charter documents to allow such resolutions or propose them as non-binding items on the agenda of a meeting.
• In Malaysia, shareholders have a broad ability to bring resolutions on various matters, and there is generally no need to amend the company's constitution to file a climate resolution.
• In the People's Republic of China, shareholders can propose climate resolutions as ordinary resolutions, and the range of matters they can vote on includes business policies and investment plans.
• In Hong Kong, shareholders can propose resolutions via two main routes: requesting notice of a resolution for an upcoming AGM (requiring 2.5% voting rights or 50 shareholders) or requesting a general meeting (requiring 5% voting rights).
• In the Philippines, the Board of Directors must approve any proposed amendment to charter documents before it can be brought to a shareholders' meeting, meaning shareholders may instead propose non-binding resolutions on the agenda of a meeting if they hold at least 5% of outstanding capital stock.
• In the Republic of Korea, shareholder proposals are often filed at AGMs rather than EGMs because the latter are logistically difficult due to the 6-week notice requirement and the lack of obligation for companies to notify shareholders of the EGM date in advance.
• In Singapore, shareholders can propose climate resolutions as ordinary resolutions, but may choose to amend the constitution via special resolution to legally bind the company to specific climate frameworks.
• In Thailand, listed companies allow shareholders with at least 5% of total voting rights to submit written proposals for inclusion in the agenda of an upcoming AGM or EGM.

APA

ClientEarth (2022). A guide to shareholder climate resolutions. https://www.clientearth.org/media/dq3bren4/net-zero-engagement-in-asia-a-guide-to-shareholder-climate-resolutions-2022.pdf

Chicago

ClientEarth. A guide to shareholder climate resolutions. 2022. https://www.clientearth.org/media/dq3bren4/net-zero-engagement-in-asia-a-guide-to-shareholder-climate-resolutions-2022.pdf.

Wikipedia

{{cite report |author=ClientEarth |title=A guide to shareholder climate resolutions |date=November 2022 |url=https://www.clientearth.org/media/dq3bren4/net-zero-engagement-in-asia-a-guide-to-shareholder-climate-resolutions-2022.pdf |access-date=23 October 2026 |via=Climate Insights Directory}}

BibTeX

@techreport{clientearth2022guide, author = {{ClientEarth}}, title = {{A guide to shareholder climate resolutions}}, institution = {ClientEarth}, year = {2022}, month = nov, url = {https://www.clientearth.org/media/dq3bren4/net-zero-engagement-in-asia-a-guide-to-shareholder-climate-resolutions-2022.pdf}, urldate = {2026-10-23}, note = {Indexed by Climate Insights Directory} }