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ESG Shareholder Activism: Case Study Origin Energy at AGM

12 December 2017

ESG Shareholder Activism: Case Study Origin Energy at AGM


Background to the Meeting

Origin announced in August 2017 that 129 shareholders representing approximately 0.0169% of issued shares had put forward four shareholder requisitioned resolutions, three of which were non-binding in nature. The resolutions were promoted by activist shareholder group Market Forces and broadly sought increased disclosure around climate-related issues and targets. The adoption of the three non-binding proposals was conditional upon shareholder approval for an amendment to the Company constitution contained in the first resolution.

The first resolution proposed would add a new clause to the Company’s constitution that:

The company in general meeting may by ordinary resolution express an opinion or request information about the way in which a power of the company partially or exclusively vested in the directors has been or should be exercised. However, such a resolution must relate to a material risk as identified by the company and cannot either advocate action which would violate any law or relate to any personal claim or grievance. Such a resolution is advisory only and does not bind the directors or the company.

If passed, this amendment would allow shareholders (who meet the requirements under the Corporations Act) to file non-binding resolutions for other shareholders to consider. In a statement, the requisitioning shareholders argued that “passage of this resolution … will simply put Origin Energy in similar position in regard to shareholder resolutions as any listed company in the UK, US, Canada or New Zealand.

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