Frequently asked questions about shareholder resolutions and the agency agreement

Contents

1A About entering the agency agreement
  • What does this agreement do?
  • What exactly does this agreement enable Market Forces to do on my behalf?
  • Why does Market Forces need my Shareholder Reference Number (SRN) or Holder Identification Number (HIN)?
  • What can and can’t Market Forces do with this information?
  • Where can I find my SRN or HIN?
  • How will my information be kept secure?
  • Why might I consider appointing a Market Forces representative as my agent to propose resolutions and statements?
  • Do I have to attend the AGM if I allow Market Forces to lodge the resolution on my behalf?
  • What is Market Forces
  • Is there a cost involved?
  • Will there be any obligation upon me to actively assist with the lodgement of resolutions or requests to the company in focus?
  • Are there any tax administration or tax liability consequences of entering into this agency agreement?
  • What happens if I disagree with the content of a proposed resolution or statement?
  • Will it become widely known that my name has been used?
  • What is the difference between appointing a proxy and entering into an agreement like this?
1B About shareholder statements & resolutions in general
  • How can shareholders “have their voice heard?”
  • How to company annual general meetings work?
  • Does a resolution have to get 51% of the vote to be “successful?”
  • How many shareholders do you need to be able to put a proposed resolution to an AGM?
1C About the proposed resolutions
  • If I wish to participate, exactly what shares do I need to hold?
  • What will the resolutions request?
  • Can you show me the resolutions?
  • Can you show me an example of the Agency Agreement?
  • Will the resolutions enjoy any support from institutional shareholders
  • Will you endeavour to meet the company management prior to lodging the resolution?
  1. A.    ABOUT ENTERING INTO THE AGENCY AGREEMENT

What does this agreement do?

It enables Market Forces representatives to sign on behalf of the shareholder a request for the specified resolutions and supporting statements to be considered at the relevant companies’ forthcoming annual general meetings (AGMs). 100 shareholders are needed for such a request.

If I enter into this agreement appointing Market Forces as my agent what exactly does that enable them to do?

It enables Market Forces employees to sign a request to the specified company that the company include on the forthcoming notice of meeting for an AGM the proposed resolutions and supporting statements. It also enables Market Forces employees to vary or withdraw the resolutions and statements.

The Agreement does not authorise Market Forces employees to do anything else.

Why does Market Forces need my Shareholder Reference Number (SRN) or Holder Identification Number (HIN)?

Your SRN or HIN will identify you as a shareholder of the relevant company,  so the company can easily see and accept that the proposed resolutions and supporting statements have your support, as one of the 100+ shareholders required to lodge a resolution.

What can and can’t Market Forces do with this information?

Market Forces cannot do anything more than reproduce your HIN or SRN on a copy of the Agency Agreement, which will be submitted to the relevant company. The number does not give Market Forces access to any of your shareholder information, nor does it enable Market Forces to buy or sell shares.

Where can I find my SRN or HIN?

Your HIN or SRN will be indicated on a shareholder statement, which will have been sent to you by the company you own shares in. If you want to participate in any resolutions but can’t find your SRN or HIN, please email rachel@marketforces.org.au as soon as possible for assistance.

How will my information be kept secure, and how long will my SRN / HIN be stored?

We only require your HIN / SRN for the purposes of lodging the relevant resolutions and supporting statements. Market Forces will only keep a record of you HIN or SRN until the relevant company annual general meeting, after which time we will delete all record of your SRN / HIN.

More general information that you provide to Market Forces (like your name, email address, postcode, and which companies you own shares in) will be stored in our database, which is held with a leading international data manager, which meets international security standards (ISO 27001). More detailed information can be found here, and you can always update your details to ensure Market Forces only has a record of information that you wish to share with us.

 Why might I consider appointing a Market Forces representative as my agent to propose resolutions and statements?

Because you might be worried or unhappy about what a company in which you have shares is doing!

Appointing people that work for Market Forces as your agent online saves you the time and hassle of printing, signing and posting back resolutions and supporting statements.

Do I have to attend the AGM if I allow Market Forces to lodge the resolution on my behalf?

No.

What is Market Forces?

Market Forces is an affiliate project of Friends of the Earth Australia. Market Forces exists to work with others to shift finance and investment out of environmentally destructive activities and into those that protect and enhance the environment.

Market Forces believes the banks, superannuation funds and governments that have custody of our money should use it to protect not damage our environment.

Our work exposes the institutions that are financing environmentally destructive projects and helps Australians hold these institutions accountable. We work with the community to prevent investment in projects that would harm the environment and drive global warming.

For more information about Market Forces, please see the About page of our website: https://www.marketforces.org.au/about

For more information about Friends of the Earth, please visit: www.foe.org.au

Is there a cost involved  

No.

Will there be any obligation upon me to actively assist with the lodgement of resolutions or requests to the company in focus?  

No.

Are there any tax administration or tax liability consequences of entering this agency agreement?

No.

Is there any chance I will suffer non-tax costs as a consequence of entering into this agency agreement?

No. Where statements or resolutions need to be distributed by the company to all shareholders for an AGM, the Corporations Act provides for these arrangements to be made at the company’s expense. The agency agreement will only be used to make a request for a distribution of statements or resolutions.

What happens if I disagree with the content of a proposed resolution or statement?

Don’t sign up. And if you already have, you can withdraw from the agreement by emailing us at contact@marketforces.org.au

Will it become widely known that my name has been used?

It is possible, though not likely. If you enter into this agreement, the company will know that you are one of many shareholders proposing the resolutions and statements. Companies typically do not make this information available, however it is up to them whether or not they make any use of that knowledge.

What is the difference between appointing a proxy and entering into an agreement like this?

This agreement deals solely with proposing a resolution or distribution of statement in advance of an AGM. A proxy is a person who attends a meeting for another shareholder and votes for them. You can enter into this agency agreement and still appoint whoever you choose as your proxy.

  1. B.    ABOUT SHAREHOLDER STATEMENTS & RESOLUTIONS IN GENERAL

How can shareholders “have their voice heard?”

The first step of course is to have the matter of concern thoroughly researched. The next step is to undertake some dialogue with the company concerned. This may lead to shareholders requesting the company distribute a statement or consider a resolution at a shareholder meeting.

How do company annual general meetings (AGMs) work?

At AGMs the board of directors and the management of the company discuss the operations of the company with the shareholders. Shareholders get the opportunity to attend and ask questions and vote on any resolutions, including resolutions proposed by other shareholders.

Does a resolution have to get 51% of the vote to be “successful”?

No. The most successful resolutions get withdrawn. That often means the board has agreed to act in accordance with the proposal or change its behaviour due to the concern expressed by shareholders. Market Forces expects the companies to negotiate about the resolutions and statements before they are lodged.

When voted upon, special resolutions to change the Constitution need 75% shareholder support. Ordinary resolutions need 50% shareholder support. Even if the resolutions proceed but fail to win the required shareholder support, it will often still have a significant influence on the operations of the company. Sometimes, the same resolution has to be put a few years in a row, slowly gathering support. Once support has reached 10 to 15%, proponents generally view their actions as having been successful. This is because change is usually triggered by this level of support.

How many shareholders do you need to be able to put a proposed resolution to an AGM?

For registered companies in Australia, under the Corporations Act, 100 shareholders can request a company distribute a notice about a matter of concern to the shareholders in the notice of AGM. Similarly 100 shareholders can lodge certain resolutions for consideration by all shareholders at their next AGM.

  1. C.    ABOUT THE PROPOSED SPECIAL RESOLUTIONS TO CHANGE A COMPANY’S CONSTITUTION

If I wish to participate exactly what shares do I need to hold?

You need to hold fully paid ordinary shares. Only holders of these shares have the right to support resolutions for consideration at AGMs, as they are eligible to cast a vote at the upcoming AGM. If you own fully paid ordinary shares through a self-managed super fund, you are able to support shareholder resolutions.

Can you show me the resolutions?

Yes, please click here to access the proposed resolutions and supporting statements. You can support the resolutions by completing the Agency Agreement on that same page, which allows a Market Forces representative to lodge the resolutions on your behalf.

Can you show me an example of the Agency Agreement?

Yes, please click here to view a blank example of the Agency Agreement.

Will the resolutions likely enjoy any support from institutional shareholders?

Yes.

Will you endeavour to meet with company management prior to lodging the resolutions?

Yes. We will continue discussions with each of the relevant companies about the proposed resolutions.