Q simple guide to filing shareholder proposals in 8 countries (Australia, UK, Japan, United States, Canada, France, Germany, and India)

1. Shareholder Proposals
Australia. UK. Japan. United States. Canada. France. Germany. India.
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2. Shareholder Proposals
Shareholder proposals are a powerful tool to affect change at investee companies. An effective stewardship
approach must incorporate the use of shareholder proposals within its engagement strategy. A well-crafted
shareholder proposal can be an effective tool to gain management/Board attention, it can frame the
discussion around the key issue or issues, and could set a time limit for the issue to be resolved. Shareholder
proposals can garner media attention and may produce results even if not passed at the AGM. Companies
often act on a submitted proposal even before it is put to a vote to avoid bad publicity. Many shareholders
shy away from filing shareholder resolutions due to their perceived complexity, but in reality filing a
shareholder resolution is not much harder than filing your taxes. All you need to know is a set of basic rules
around the proposal content, the filing deadlines, the legal word limit, and the ownership requirements.
In this quick guide I included basic information around filing shareholder proposals in Australia, UK, Japan,
United States, Canada, France, and Germany. The presented information is not meant to be comprehensive,
but it is sufficiently detailed to give you an idea as to the key shareholder proposal filing requirements at the
aforementioned countries.
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3. Shareholder Proposals
▪Make sure you meet the regulatory ownership filing
requirements.
▪Write your shareholder proposal in accordance with the
prevalent regulatory framework (vindicative, or frivolous resolutions will be
reject in all jurisdictions).
▪Respect the regulatory word limit (500 to 1000 in most cases).
▪Send your shareholder proposal to the corporate secretary
before the filing deadline (use registered mail).
▪Respect the regulatory solicitation rules.
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4. Animal Rights Charitable Giving Community Impact Diversity
Employment Rights Environmental Gender/Racial Equality Human Rights
Lobbying Political Spending Public Health Reputational Risk
Sustainability Metrics
Amend Bylaws to Allow Shareholder Vote on Bylaws Board and CEO Diversity
Chairman Independence Corporate Purpose
Director Qualifications Employee Representative Director
Establish New Board Committee Factors Affecting Long Term Value
Proxy Access Repeal Bylaw Adopted w/o Shareholder Vote
Shareholder Right to Remove Directors Special Meetings
Whistleblower Policies Written Consent
Clawback Equity Comp Rules
Exec Pay Comparison Exec Retirement Benefits
Golden Parachutes Performance Metrics Requirements
Rules for Annual Cash Incentive Compensation Say on Frequency
Say on Pay
Majority Voting for Directors
Recapitalization (Stock Classes/Voting Rights)
Simple Majority Voting
2.7%
20.3%
50.5%
26.6%
Voting Rules
Social Policy
Executive Compensation
Corporate Governance
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Shareholder Proposals - 250 Largest US
Traded Companies - 2020
Source: Proxy Monitor

5. Australia
Threshold to File
5% ownership or 100 supportive
shareholders
Threshold to Pass 75% vote in favour
Binding or Non-Binding Binding
Filing deadline 2 months prior to AGM
Maximum Length 1000 words
Grounds/Venue for Exclusion
Proposal is Non-Binding, shareholder
opinion, the Legal System
Circulation Expense
At filer expense if filed after the AGM
notice, at company expense if filed
before the AGM notice
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6. United Kingdom
Threshold to File
5% ownership or 100 supportive
shareholders (with a minimum of 100
pounds per shareholder)
Threshold to Pass
50% to 75% vote in favour (depending
on format)
Binding or Non-Binding Binding & Non-Binding
Filing deadline 6 weeks prior to the AGM
Maximum Length 1000 words
Grounds/Venue for Exclusion
Resolution is frivolous or vexatious, the
Legal System
Circulation Expense
At filer expense if filed after the end of
the prior financial year, at the company
expense if filed before the end of the
prior financial year
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7. Japan
Threshold to file
1% of the outstanding shares, or 300
shareholders. Shares must be held for at
least 6 months. Shareholders my submit
proposals during the AGM in respect to
matters in the AGM agenda.
Threshold to pass 50%
Binding or non-binding? Binding
Filing deadline 8 weeks notice before the AGM
Maximum length Character limit set by company
Grounds/Venue for Exclusion
Not in compliance with Companies Act,
Resolution is frivolous or vexatious, the
legal system
Circulation expense
At Company expense if filed within the
deadline
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8. United States
Threshold to File
1% of the outstanding shares, or $2000
worth of shares.
(Shares must be held for at least 1 year,
and held through the AGM)
Threshold to Pass 50% vote in favour
Binding or Non-Binding Non-Binding
Filing deadline
At least 120 days prior to the issue of the
AGM proxy statement
Maximum Length 500 words
Grounds/Venue for Exclusion SEC exclusions list, the legal system
Circulation Expense Company expense
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9. Canada
Threshold to File
1% of the outstanding shares, or $2000
worth of shares.
(Shares must be held for at least six
months, and held through the AGM)*
Threshold to Pass 50% vote in favour
Binding or Non-Binding Non-Binding
Filing deadline
At least 90 days before the anniversary
date of the previous year AGM notice
Maximum Length 500 words
Grounds/Venue for Exclusion CBCA exclusions list, the legal system
Circulation Expense Company expense
*In BC, the holding period should be a minimum of 2 years. In Alberta, the submitted resolution should have the support of 5% of
outstanding shares.
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10. France
Threshold to File
5% of the outstanding shares at
€750,000 capital. Lesser ownership
percentage (sliding scale) as capital size
increases (could be as low at 0.5% for
large caps)
Threshold to Pass 50%
Binding or Non-Binding Binding
Filing deadline
25 days before the AGM if the notice
published up to 45 days before the AGM.
At the latest, 20 days after the
publication of the notice, if the notice is
published more than 45 days before the
AGM
Maximum Length No word limit
Grounds/Venue for Exclusion Legal system
Circulation Expense Company expense
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11. Germany
Threshold to File
5% of the outstanding shares, or
$500,000 in shareholding
Threshold to Pass 50%
Binding or Non-Binding Binding
Filing deadline
At least 30 days before the AGM (Listed
companies)
Maximum Length No word limit
Grounds/Venue for Exclusion Legal system
Circulation Expense Company expense
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12. India
Threshold to File 10% of the outstanding shares
Threshold to Pass
50% to 75% (depending on type,
ordinary or special)
Binding or Non-Binding Binding
Filing deadline
6 weeks before AGM if shareholders
notice is required, 2 weeks if no notice is
required
Maximum Length No word limit
Grounds/Venue for Exclusion Legal system
Circulation Expense
Shareholder should deposit funds with
the company to cover the resolution
inclusion expense (amount varies on
case by case basis)
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13. Example Shareholder Proposals
Australia
Three ACCR’s resolutions filed at 2020 Origin Energy’s AGM:
https://www.accr.org.au/news/origin-energy-resolutions-2020/
UK
One climate change resolution filed by Follow This at 2020 Shell’s 2020 AGM:
Https://follow-this.org/wp-content/uploads/2020/04/Climate-Targets-Resolution-Shell-2020.pdf
USA
One resolution filed by NorthStar Asset Management at 2020 Alphabet’s 2020 AGM:
https://www.sec.gov/Archives/edgar/data/1652044/000130817920000203/lgoog2020_def14a.htm#lgooga051
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14. References
The Shareholder Rights and Activism Review - Law Business Research
https://www.mhmjapan.com/content/files/00024164/20161214-102524.pdf
UK Guide to Shareholder Resolutions – ShareAction
https://shareaction.org/wp-content/uploads/2019/02/ShareholderResolutionGuide-UK.pdf
Investor Activism in Japan: The First 10 Years – Columbia University
https://core.ac.uk/download/pdf/161436268.pdf
Shareholder resolutions at listed public companies inmajor English-speakingcountries: comparative arrangements – ACCR
https://d3n8a8pro7vhmx.cloudfront.net/accr/pages/521/attachments/original/1446331972/ACCR_intl_cf_sh_res_final.pdf?1446331972
Comparative Study of Successful French and Anglo-Saxon Shareholder Activism
http://citeseerx.ist.psu.edu/viewdoc/download?doi=10.1.1.497.5413&rep=rep1&type=pdf
German Stock Corporation Act (Aktiengesetz) - Norton Rose Fulbright
https://www.nortonrosefulbright.com/-/media/files/nrf/nrfweb/imported/german-stock-corporation-act.pdf
Code de commerce - France
https://www.legifrance.gouv.fr/codes/texte_lc/LEGITEXT000005634379/2013-07-01/
Corporations Act 2001 – Australia
https://www.legislation.gov.au/Details/C2018C00031
Securities Exchange Act of 1934 - USA
https://www.govinfo.gov/content/pkg/COMPS-1885/pdf/COMPS-1885.pdf
Companies Act 2006 - UK
https://www.legislation.gov.uk/ukpga/2006/46/contents
Companies Act - Japan
http://www.japaneselawtranslation.go.jp/law/detail/?id=2035&vm=04&re=02
Shareholders’ Meetings in Europe - Georgeson
https://www.dsw-info.de/fileadmin/Redaktion/Dokumente/PDF/Publikationen/Shareholders_Meeting_Europe-web.pdf
Capital Markets Bulletin – McMillan
https://www.mcmillan.ca/Files/218653_Canadians_are_Friendlier_-_Shareholder_Proposal_Regime_in_the_U.S._Could_Soon_Be_More_Restrictive.pdf
A GUIDE TO PREPARING AND SUBMITTING SHAREHOLDER PROPOSALS WITH FEDERALLY-INCORPORATED CANADIAN CORPORATIONS – Share.ca
http://www.share.ca/files/pdfs/share-proposal-guide.pdf
Shareholder resolutions in Australia – ACSI
https://acsi.org.au/wp-content/uploads/2020/02/Shareholder-resolutions-in-Australia.Oct17.pdf
SHAREHOLDER PROPOSAL RULES AND PRACTICE: EVIDENCE FROM A COMPARISON OF THE US AND UK
https://media.terry.uga.edu/socrates/publications/2012/03/shareholder_proposals_US_UK_netter_.pdf
AN INVESTOR’SGUIDE TO SHAREHOLDER MEETINGS IN INDIA - CFA
https://www.cfainstitute.org/-/media/documents/article/position-paper/an-investors-guide-to-shareholder-meetings-in-india.ashx
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