Australasian Centre for Corporate Responsibility (ACCR) v Commonwealth Bank of Australia

Summary:

The Australasian Centre for Corporate Responsibility filed an application of October 14, 2014 against the Commonwealth Bank of Australia, seeking declarations that their proposed resolutions relating to greenhouse gas emissions could be validly moved at the annual general meeting of the Commonwealth Bank of Australia pursuant to s 249N of the Corporations Act 2001.
The resolutions included requiring the company to create and release a report detailing their greenhouse gas emissions and plans to mitigate the emissions, and requiring the company to create and release a report detailing the risks posed by climate change to the bank and mitigation strategies the bank would adopt.
The Court rejected the proposed resolutions under the Corporations Act in a judgment issued on July 31, 2015. The Court found that shareholders do not have the authority to propose resolutions that relate to the management of a company unless the company’s constitution so allows.
The Australasian Centre for Corporate Responsibility filed an appeal of the lower court’s judgement in favor of the Commonwealth Bank of Australia. The Court rejected the proposed resolutions under the Corporations Act in a judgement issued on June 10, 2016 reaffirming the lower courts judgement. The Court found that shareholders do not have the authority to propose resolutions that intrude on the management of the company.

At Issue: Plaintiffs sought climate disclosures