Shareholder climate proposals in Japan

This memorandum is a revised version of a memorandum originally published in 2021 in which it was found that 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. This assessment was confirmed in 2025 when a foreign shareholder tried to file advisory shareholder proposals at seven listed corporations. Each of them declined to consider any of them valid.

Shareholder proposals in the form of amendments to articles of incorporation of Japanese companies are 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 HSBC, Barclays, BP, Royal Dutch Shell, Rio Tinto and Anglo American, which take binding effect as part of the companies’ constitutions.

Investors should support reasonable shareholder proposals calling for strengthened disclosure and management of climate-related information in line with the goals of the Paris Agreement.