Resolution Voting History

SHAREHOLDER – RESOLUTION VOTING HISTORY

The following table set out the history of shareholder resolutions and statements on environmental or social issues in Australia over the past decade. No resolution was put multiple years in a row as is standard US practice, and no resolution was sponsored by a church or religious group.

This table deals solely with the largest 200 companies listed on the Australian Stock Exchange – the ASX 200. If you are aware of any resolutions on environmental or social issues put in the last decade to a general meeting of ASX 200 company not listed in this table we would be very glad to hear from you.

Year Company Category Type of resolution Content and comment number Lead Filer Result References
2017 Downer-EDI Special – Governance Amend Constitution to ensure 2 degrees C max warming compatible management(23) 17F
2017 BHP Special – Governance 2017 BHP Special – Governance Amend Constitution to permit advisory resolutions (22) Brynn O’Brien, ACCR 17D
2017 BHP Ordinary – Political Review political lobbying through trade associations (21) Brynn O’Brien, ACCR 17D
2017 Woolworths Special – Governance Amend Constitution to permit advisory resolutions (20) Brynn O’Brien, ACCR 17E
2017 Woolworths Ordinary – Human Rights Address human rights risks in the supply chain (19) Brynn O’Brien, ACCR 17E
2017 CBA Special – Climate Change Amend Constitution to ensure 2° C max warming compatible management (18) Julien Vincent, Market Forces
2017 Origin Climate Change Climate risk disclosure, transition planning and short lived climate pollutants(17) Daniel Gocher, Market Forces 17A
2017 Oilsearch Human Rights Human rights compliance and reporting (16) Brynn O’Brien, ACCR 17B
2017 Oilsearch Climate Change Strategic resilience (15) Julien Vincent, Market Forces 17B
2017 Santos Climate Change Task Force on Climate-related Financial Disclosures (“TCFD”)(14) Julien Vincent, Market Forces 17C
2015 Origin Climate Change Disclosure of emissions management, scenario exposure, public policy positions (13) Caroline Le Couteur, ACCR Origin
2015 AGL Climate Change Prepare business model to ensure profitability under pathways that limit the world to 2° C warming; and (b) disclosure power generation and supply chain emissions management (12) Caroline Le Couteur, ACCR AGL
2015 ANZ Climate Change Financed emissions disclosure Caroline Le Couteur, ACCR 11
2014 ANZ Special Disclose extent of financed emissions Caroline Le Couteur (ACCR) ANZ
2014 CBA Special Disclose extent of financed emissions Caroline Le Couteur (ACCR) CBA
2014 Santos Ordinary The shareholders called for Santos to protect its reputation by withdrawing from the Narrabri Gas Project (10) Jess Lerch (The Wilderness Society) Santos
2012 Woolworths Special Amend constitution to limit extent of involvement in electronic gaming machines (1) Paul Oosting (GetUP!) A1
A2
2011 ANZ Ordinary Disclose extent of financing of GHG emissions (2) Trevor Thomas (Ethinvest) B
2011 Oilsearch Ordinary Adopt goals to reduce carbon footprint (3) Howard Pender (ACCR) C
2011 Woodside Special Disclosure of assumptions about future carbon emissions permit pricing (4) Howard Pender (ACCR) D
2010 Paladin Ordinary Disclosure of carbon emission footprint (5) Howard Pender (ACCR) E
2010 Aquila Resources Ordinary Disclosure of carbon emission footprint (6) Howard Pender (ACCR) F
2003 Gunns Special Amend constitution to prohibit logging in particular areas (7) N/A G
2003 Boral Ordinary Include GRI style reporting with annual report (8) N/A H
2003 CBA Special? Provide shareholders with a report on procedures for managing environmental risks particularly CBA financing logging of old-growth forests (9) N/A I
2002 NAB Special Amend the constitution to preclude involvement in logging old-growth forests (10) N/A J
  1. Since 2002. In 1999 the Wilderness Society put resolutions to Wesfarmers and a uranium miner North Ltd.
  2. Excludes resolutions put by unions eg CFMEU to Rio Tinto in 2000, TWU resolutions to Boral in 2003 , FSU campaign to appoint a union member to the ANZ board in 2003, AWU resolutions to Bluescope Steel in 2004 & the FSU campaign to amend the CBA constitution in regard dealing with significant restructures in 2004. For further details of these union related resolutions see Anderson, K and Ramsey, I “From the picket line to the boardroom: union shareholder activism in Australia” 2005.

Comments:
(1 – Woolworths): A group of 210 shareholders associated with GetUp! requisitioned an EGM seeking to put a special resolution to amend the Constitution to limit the extent (effective 1 January 2016) of business involvement with and electronic gaming machines. Woolworths sought and obtained a court declaration pursuant to section 1322(4) (d) to extend the date of the proposed EGM so the resolution would be considered at a meeting to be held the same day as the 2012 AGM. The resolution was placed on the agenda, see:

The resolution attracted 2.5% support with 3.2% abstentions.

(2 – ANZ): A group of shareholders associated with the Sydney financial advisory business ‘Ethinvest’ and Greenpeace lodged an ordinary resolution requiring the annual directors report in future to contain content relevant to financing by ANZ of carbon intensive and other energy generation businesses and requested a statement be distributed by ANZ in regard this issue. The statement wasn’t distributed nor was the resolution placed on the agenda. The company argued the resolution wasn’t shareholder business, similar to the Aquila and Paladin outcomes described below.

See B – Statement to Members.

(3 – Oilsearch): The Climate Advocacy fund managed by Australian Ethical Investment sought to place a resolution on the Oilsearch 2011 AGM agenda. The resolution followed closely ICCR standard wording requesting the board adopt quantitative goals for the reduction of the company’s carbon emissions footprint. Oilsearch is listed on the ASX but registered in PNG. Consistent with PNG law its constitution provides any one shareholder can place a resolution on the agenda. The board agreed to acting in accord with the shareholders proposal and the resolution was withdrawn.

See C – resolution listing page 31 ICCR 2011 Proxy Resolutions Book.

(4 – Woodside): A group of shareholders associated with the Climate Advocacy fund managed by Australian Ethical Investment successfully placed a special resolution on the agenda and required the company to distribute a statement dealing with disclosure to shareholders of assumptions by Woodside evaluating projects about future carbon emission permit prices. The resolution attracted 5.7% support with 2.8% abstentions. ACSI recommended industry funds support the resolution.

See D – resolution listing page 42 ICCR 2011 Proxy Resolutions Book.

(5 – Paladin): A group of shareholders associated with the Climate Advocacy fund managed by Australian Ethical Investment unsuccessfully sought to place an ordinary resolution on the agenda which involved shareholders commenting on content of the annual directors’ report to shareholders, seeking inclusion of details of the company’s carbon emissions footprint. A statement in support of the resolution was distributed by the company to shareholders. Board members made contradictory public statements about the intent of the company to disclose its carbon footprint at and after the meeting.

See E – 2010 Paladin Energy – Information for shareholders.

(5 – Aquila Resources): A group of shareholders associated with the Climate Advocacy fund managed by Australian Ethical Investment unsuccessfully sought to place an ordinary resolution on the agenda which involved shareholders commenting on content of the Directors’ report to shareholders, seeking inclusion of details of the company’s carbon emissions footprint. A statement in support of the resolution was distributed by the company to shareholders. The MD agreed at the meeting the company would produce a CDP report in future.

See F – Explanatory statement with 2010 Notice of AGM.

(6 – Gunns): Shareholders associated with Wilderness Society requisitioned an EGM and put a resolution to amend the Constitution to prohibit logging in particular areas of Tasmania. The resolution attracted 0.6% support with 2.7% abstentions.

See G – extract from resolution propose to amend the Constitution of Gunns Ltd August 2003.

(7 – Boral): A group known as the Boral Green shareholders lodged an ordinary resolution which if passed would have required the board to prepare material to be included in the annual report tracking the company’s achievement of sustainability criteria. The resolution was included on the notice of meeting and supporting statement prepared by the shareholders was distributed with the notice. The resolution is attracted 5.7% votes in favour with 5.4% abstentions.

See H – resolution 8 2003 AGM and schedule 3 of notice of 2003 AGM.

(8 – CBA): Shareholders associated with the Wilderness Society put a resolution to require the board to provide shareholders with a report on environmental risks particularly in regard financing logging of old-growth forests. The resolution was put to an AGM and a statement about the resolution was distributed. The resolution attracted 25% support with 4.1% abstentions. The resolution was classified on the notice as a special resolution but it was not worded as an amendment to the Constitution.

See I – extract from Notice of meeting CBA 2003 AGM page 12.

(9 – NAB): Shareholders associated with the Wilderness Society put a resolution to amend the constitution to preclude any involvement in the financing of logging of old-growth forests. The resolution was put to the AGM and a statement about the resolution was distributed. The resolution attracted 20.5% support with 2.7% abstentions.

See J – extract from Notice of meeting NAB 2002 AGM page 7.

(10 – Santos): 161 shareholders associated with the Wilderness Society put a resolution to protect its reputation by withdrawing from the Narrabri Gas Project. The resolution was put to the AGM and a statement about the resolution was distributed. The resolution attracted 0.78% support with 0.77% abstentions.

See the voting results and the notice of AGM as well as press reports.

(11 – ANZ): A resolution to amend the constitution to provide for advisory shareholder resolutions received 10.5% support with 2.7% abstentions. An advisory resolution on financed emissions disclosure was not put to the meeting but on the proxies it attracted 5.5% support with 2% abstentions. ANZ committed to improved disclosure on financed emissions before the meeting.

(12 – AGL): 5.1% support with 2.9% abstentions. AGL adopted 4 of the 7 We Mean Business commitments at or just prior to the meeting. ACCR would have withdrawn the resolutions if the commitments had been made earlier. See http://www.accr.org.au/power.

(13 – Origin): 6.4% support and 1.5% absentions, Origin adopted all 7 of the We Mean Business commitments at or just prior to the meeting, ACCR would have withdrawn the resolutions if the commitments had been made earlier. See http://www.accr.org.au/power.

(14 – Santos): Proxy voting figures not disclosed at AGM

See 17C

(15 – Oilsearch): Withdrawn at the meeting on the basis of commitments made beforehand.

See 17B

(16 – Oilsearch): 6.2% support.

See 17B

(17 – Origin): The resolution to amend the constitution to permit advisory resolutions attracted 4.7% support on the poll. Proxies also voted on 3 contingent advisory climate change related resolutions but they were not formally put to the meeting. Proxies accounted for well over 99% of votes cast at the meeting. The climate risk disclosure resolution attracted 13.8% of the proxies, transition planning attracted 3.4%, short lived climate pollutants 4.8%.

See 17A

(18 – CBA): The climate change related proposed amendment to the Constitution attracted a vote of 2.9% FOR.

(19 – Woolworths): Resolution withdrawn prior to meeting as a result of agreement with company. Proxies in favour reported as 18% – Woolworths confirmed them as 15.55%.

(20 – Woolworths): Resolution withdrawn prior to meeting as a result of agreement with company. Woolworths stated that the proxy vote in support was 5.85%

(21 – BHP): The proxy vote in support of this resolution at the BHP Billiton Ltd AGM in Melbourne was 10%, at the BHP Billiton PLC AGM in London it was 7.8%

See 17D

(22 – BHP): The proxy vote in support of this resolution at the BHP Billiton Ltd AGM in Melbourne was 7%, at the BHP Billiton PLC AGM in London it was 7.1%.”
See 17D

(23 – Downer-EDI): The special resolution to amend the constitution attracted a vote of 3.3%
See 17F