Shareholder climate proposals in Japan

Under Japanese corporate law, the sole legal pathway for a shareholder proposal on climate change is via an amendment to a company’s articles of incorporation. In 2020, Japan’s first ever shareholder proposal on climate change – taking the form of an amendment to the articles of incorporation – was submitted at Mizuho Financial Group, and received 34% shareholder support. This form of shareholder’s proposal is relatively common in Japan. The legal effect of such shareholder proposals is the same as the “special resolutions” on climate change filed and passed at UK companies including Barclays, BP, Royal Dutch Shell, Rio Tinto and Anglo American, which take binding effect as part of the companies’ constitutions.