Shareholder resolutions are a healthy part of corporate democracy in many jurisdictions. For example, in the UK shareholders
can consider resolutions seeking to explicitly direct the conduct of the board. In the US, New Zealand and Canada shareholders
can consider resolutions seeking to advise their board as to how it should act. As a matter of practice, typically, unless the
board permits it, Australian shareholders do not enjoy the same rights as their UK, US, New Zealand or Canadian counterparts
in this respect.
A board of directors is a steward for shareholders and accountability for the discharge of that stewardship is essential to longterm corporate prosperity.
In some situations the appropriate course of action for shareholders dissatisfied with the conduct or performance of the board
is to seek to remove directors individually. However in many situations a better course of action is to formally and publicly allow
shareholders the opportunity at shareholder meetings to alert board members that the shareholders seek more information or
favour a particular approach to corporate policy.
The constitution of Woodside is not conducive to the right of shareholders to place advisory resolutions on the agenda of a
shareholder meeting.
This is contrary to the long-term interests of Woodside, its board and shareholders.
Passage of this resolution – to amend the Woodside constitution – will simply put Woodside in a similar position in regard to
shareholder resolutions as listed companies in the UK, US, Canada or New Zealand.