Australasian Centre for Corporate Responsibility v Commonwealth Bank of Australia

In the matter of Australasian Centre for Corporate Responsibility v Commonwealth Bank of Australia, the Full Court of the Federal Court of Australia considered the extent to which shareholders could influence the management of the company through resolutions passed at a general meeting. The appellant, Australasian Centre for Corporate Responsibility, sought to challenge decisions made by the respondent, the Commonwealth Bank of Australia, regarding the inclusion of certain resolutions in the notice of the annual general meeting (AGM). The primary issue before the court was whether the appellant was entitled to have certain resolutions included in the notice of meeting, and if the bank's inclusion of statements from both the appellant and the board in the notice was permissible.

The court determined that the appellant's letter dated 4 September 2014 did not entitle it to the inclusion of the first or second proposed resolutions in the notice of meeting. Instead, the letter indicated that the inclusion of these resolutions was subject to the directors' judgment. The court found no error in the primary judge's reasoning, affirming that the bank was entitled to decide which resolution to include in the notice of meeting. Regarding the statements accompanying the notice of members' resolution, the court upheld the bank's right to include both the appellant's and the board's statements, as these were within the directors' power under the bank's constitution and their duty to inform shareholders fully and fairly.

The court ultimately dismissed the appeal and ordered that the appeal be dismissed with costs. This decision underscores the limited role of shareholders in the direct management of a company and the discretion of the board in deciding which resolutions to include in the notice of meeting.