Frequently asked questions about shareholder resolutions and the agency agreement

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 resolutions and supporting statements to be considered at the relevant companies’ forthcoming annual general meetings (AGMs) that are held during the terms of the agreement. 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 certain Market Forces representatives to sign a request to the specified company that the company include on a notice of meeting for an AGM the proposed resolutions and supporting statements. It also enables Market Forces employees to put forward, amend, withdraw or otherwise vary resolutions and statements, and to take steps to facilitate this (such as provide your details to the company).

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 will only 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 [email protected] as soon as possible for assistance.

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

Market Forces handles personal information in accordance with our Privacy Policy.

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 for the term of the agreement, 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 our living world.

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 at any time by emailing us at [email protected]

Will it become widely known that my name is attached to a resolution?

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 resolutions or distributing statements in advance of company AGMs. 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 on 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.

Can I sign onto multiple resolutions and can I still use my proxy?

You can sign onto as many resolutions as you like with your parcel of shares. Signing onto a resolution does not affect your proxy or ability to vote.

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 resolutions and supporting statements available to date. You can support the resolutions by completing the Agency Agreement on that same page, which allows a Market Forces representative to lodge resolutions and supporting statements on your behalf.

Can you show me an example of the Agency Agreement?

Yes, please click here to view the tems 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.