High Energy Ltd (Energy) is a listed company with interests in the oil and gas sector in
Question:
High Energy Ltd (Energy) is a listed company with interests in the oil and gas sector
in Australia and the USA. It is headquartered in Brisbane.
Energy has a board of five directors, consisting of three executive directors and two independent, non-executive directors. The executive directors are also shareholders in Energy. They own 20% of Energy’s shares each, as does Whitesand Inc, a US investment fund.
The remaining shares are owned by members of the public, including Corporate Citizens against Climate Change (CCCC), which has a 1% shareholding. CCCC is a company limited by guarantee that campaigns on business social responsibility issues. It uses small shareholdings in Australian companies to push them to reduce their greenhouse gas emissions.
CCCC has targeted Energy because of its significant investments in the US fracking industry, which produce high levels of greenhouse gas, and because CCCC understands that Whitesand also supports a ‘net-0’ agenda.
CCCC wishes to bring three resolutions to a general meeting of Energy:
1) Energy consider divesting itself of 40% of its interests in the US fracking business by 2040;
2) that Energy’s constitution be changed to prohibit the company from investing in any new fracking businesses; and
3) that Energy’s board be required to produce a report each year on its progress towards a ‘net-0’ emissions goal.
CCCC proposes to hold the meeting via LetsTalkNow, an open-source virtual meeting technology, which is not very well known in Australia but (according to CCCC’s IT officer) popular in the US and available for download free of charge. She says it is both more secure and reliable than commercial products like Zoom.
CCCC would also like the meeting to be held at US (Californian) time to allow Whitesands’ corporate representative to be part of the discussion.
Advise Energy on whether CCCC has the power to ensure that Energy’s members meet to consider these resolutions in this way.
Smith and Roberson Business Law
ISBN: 978-0538473637
15th Edition
Authors: Richard A. Mann, Barry S. Roberts