LLOYD FREEBURN, University of Melbourne
Email: freeburn@iinet.net.au
IAN RAMSAY, Melbourne Law School - University of Melbourne
Email: i.ramsay@unimelb.edu.au

This article describes and analyses the recent significant increase in Australia of resolutions proposed by shareholders focused on environmental, social and governance (‘ESG’) issues. The research is placed in the context of the legal framework in which shareholder resolutions are advanced. Two sources of data are used for the analysis. First, information about shareholder ESG resolutions proposed in listed Australian companies between 2002 and 2019 was obtained. Second, interviews were conducted with representatives of the proponents of ESG resolutions, institutional shareholders, company directors, governance professionals, and the Australian Securities and Investments Commission. The analysis finds that ESG shareholder resolutions have increased in number, prominence and impact. There has been a significant increase in shareholder ESG resolutions in the last three years, particularly resolutions focused on climate change, albeit that this increase has been concentrated in a small number of companies and industries, with the source of this activism - the filers of the resolutions - being even more concentrated. Against a background of modest average levels of support for shareholder ESG resolutions, the atypical cases of those companies which have recorded high levels of support is notable. The research finds that shareholder ESG resolutions are generally recognised as a valuable corporate stakeholder engagement mechanism and one that has resulted in positive change in some of the companies which have been the subject of those resolutions.

CALI OJIMBA, Anambra State University - Faculty of Law
Email: cc.ojimba@coou.edu.ng

The position of executive officers in a Corporate establishment is unnecessarily fraught with several controversies. These misconception is borne out of lack of clarity on what are supposed to be the roles/functions of these officers vis-a-vis, the promoters objective. It is trait law that while the memorandum of association spelt out what the promoters objectives should be, the articles of association stipulates the rules that regulates the internal management of the Company. This position underscores the fact that the Company is a Corporate sole that carries along with it, the human element otherwise known as officers who carries out the day to day obligations of the Company. It is on the basis of this premise that this paper examined the role of these officers in line with extant laws. This is done without prejudice to the settled legal anxiom in Salomon v. Salomon which restates the obvious fact that a Company is a Corporate sole that is distinct from its owners such that in the event of bankruptcy no individual should be held accountable to the debts or liabilities of the Company. By laying bare all these legal rules in Company management, the paper succeeded in clearing the doubt and vacuum that hitherto had created a confusing scenario on what the role of these officers ought to be alongside the promoters objectives. These clarity was done with reference to appropriate legal and governing laws which finally was laid to rest all the controversies in that surrounded their roles in Corporate establishment.