Shareholder climate proposals in Japan

The document analyzes the legal framework for shareholder climate proposals in Japan, noting that amendments to articles of incorporation are the only viable legal pathway for such proposals under the Japanese Companies Act. It highlights a landmark proposal at Mizuho Financial Group that received 34% support and argues that such proposals, while requiring a two-thirds majority to pass, can still influence corporate behavior, as seen with Mizuho's pledge to stop financing coal projects by 2050. The briefing compares these Japanese mechanisms to 'special resolutions' used in the UK and encourages boards and investors to support proposals aligned with the Paris Agreement.

• Under Japanese corporate law, the only legal method for submitting a shareholder proposal regarding climate change is through an amendment to the company's articles of incorporation; other forms are likely to be rejected by boards or deemed void.
• A landmark climate proposal at Mizuho Financial Group received nearly 34% shareholder support, calling for a business strategy aligned with the Paris Agreement. Although opposed by the company, it contributed to Mizuho pledging to end coal project financing by 2050, which was subsequently followed by Sumitomo Mitsui Financial Group.
• Shareholder proposals to amend articles of incorporation in Japan are relatively common, with 31 such proposals submitted in 2020. While most relate to governance, some have targeted electricity utilities to restrict coal-fired power plants or replace nuclear plants with renewables, with one receiving nearly 20% support.
• Japanese shareholder proposals for amending articles of incorporation are legally equivalent to 'special resolutions' used in the UK at companies such as BP, Barclays, and Royal Dutch Shell, as both become part of the company's constitution upon passing.

APA

ClientEarth (2021). Shareholder climate proposals in Japan. https://www.clientearth.org/media/za2htevt/shareholder-proposal-on-climate-in-japan.pdf

Chicago

ClientEarth. Shareholder climate proposals in Japan. 2021. https://www.clientearth.org/media/za2htevt/shareholder-proposal-on-climate-in-japan.pdf.

Wikipedia

{{cite report |author=ClientEarth |title=Shareholder climate proposals in Japan |date=March 2021 |url=https://www.clientearth.org/media/za2htevt/shareholder-proposal-on-climate-in-japan.pdf |access-date=23 October 2026 |via=Climate Insights Directory}}

BibTeX

@techreport{clientearth2021shareholder, author = {{ClientEarth}}, title = {{Shareholder climate proposals in Japan}}, institution = {ClientEarth}, year = {2021}, month = mar, url = {https://www.clientearth.org/media/za2htevt/shareholder-proposal-on-climate-in-japan.pdf}, urldate = {2026-10-23}, note = {Indexed by Climate Insights Directory} }