Australasian Centre for Corporate Responsibility v Commonwealth Bank of Australia

The Australasian Centre for Corporate Responsibility (ACCR) filed an application against the Commonwealth Bank of Australia (CBA) seeking an order that certain resolutions proposed by CBA's members be put to a vote at an upcoming general meeting. The legal issues in the case revolved around the validity of the proposed resolutions, whether they constituted an exercise of the board's powers, and if the board's recommendation was properly within the scope of its authority. The court also examined the implications of sections 249N, 249O, and 249P of the Corporations Act 2001 (Cth) and whether the proposed resolutions related to the business of the company.

The court considered the principle that shareholders cannot interfere with the board's exercise of powers exclusively vested in the board, as established in cases such as Gramophone & Typewriter Ltd v Stanley and John Shaw & Sons. CBA argued that the shareholders did not have any power to move advisory resolutions concerning the exercise of management powers, and the proposed resolutions concerned the business of the company. The court found that the power of the directors to make statements was derived from the constitution and their duty to inform shareholders. The court rejected ACCR's argument that the board's recommendation constituted a partial view on the proposed amendment, as this claim was not pleaded.

In conclusion, the court held that the application should be dismissed. The court found that the shareholders did not have any power to move advisory resolutions concerning the exercise of management powers, and the proposed resolutions concerned the business of CBA. The court found that the board's power to make statements was derived from the constitution and their duty to inform shareholders. The court also found that ACCR's claim regarding the board's recommendation was not pleaded and, therefore, not considered.

Orders:
1. The originating application filed 14 October 2014 be dismissed.