ACCR Shareholder Resolutions to Woodside Petroleum Ltd to adopt Say on Climate reporting

The Australasian Centre for Corporate Responsibility (ACCR) has filed Shareholder Resolutions to Woodside Petroleum (ASX: WPL) asking for an annual vote on the adoption of a Climate Report consistent with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and the Climate Action 100+ Net-Zero Company Benchmark as developed by institutional investors.

This page contains the resolution and its supporting statement, and will be updated with links to news and additional briefings about this engagement.

Special resolution

Shareholders resolve that the following clause be inserted into our company’s Constitution, either as a new clause 88A or wherever the Board determines it is better situated:

88A. Annual vote on adoption of climate report

1. Each year commencing 2022, no later than the date at which the company disseminates to shareholders its notice of meeting, pursuant to clause 42, for its annual general meeting, the company will publish a report consistent with the recommendations of the Financial Stability Board of the G20’s Task Force on Climate-related Financial Disclosures, and where relevant, the Climate Action 100+ Net-Zero Company Benchmark (Climate Report). At a minimum, the Climate Report will include:

   • a) the company’s greenhouse gas emissions (Emissions) in accordance with recommended disclosure (b) of the Task Force on Climate-related Financial Disclosure Metrics and Targets Recommendation, and
   • b) the company’s proposed strategy to reduce its Emissions, detailing short, medium and long-term targets for reductions in the company’s Emissions.

2. At each annual general meeting, a resolution that the Climate Report be adopted must be put to a vote. The vote on the resolution is advisory and does not bind the directors.

Supporting statement

The management of climate risk by major companies has portfolio-wide and economy-wide implications. The proponent of this resolution, the Australasian Centre for Corporate Responsibility (ACCR), and co-filing shareholders, believe that the mechanism this resolution seeks to establish—an annual report on our Company’s climate transition plans and strategies against relevant international frameworks (Climate Report) and a vote thereon—will benefit the Company and its shareholders, as well as global climate change objectives.

Our Company “recognises the scientific consensus on climate change”^[1] and is “committed to limiting [its] greenhouse gas emissions and playing a significant role in the world’s energy transformation”^[2]. In December 2020, our Company reaffirmed its aspiration to achieve net zero emissions by 2050 or sooner^[3]. As governments take action to limit greenhouse gas (GHG) emissions, climate change will represent a material risk to our Company for the foreseeable future.

Australian legal context

Australian law does not currently compel the disclosures sought in the Climate Report, and the prospect of law reform which would compel such disclosures remains unlikely for the foreseeable future in this market. This resolution is designed to ensure that, in the absence of law reform, immediate investor demand for information to be disclosed in a timely and consistent fashion is met, so that a structured conversation between our Company and its shareholders can take place. ACCR intends to make similar requisitions at a number of Australian-listed companies in 2021.

Information sought in the Climate Report

Due to the rapid transition taking place in the energy sector, it is imperative that shareholders are provided with the necessary information required to make informed judgements about the future earnings and value of our Company. The information sought in the Climate Report, which this resolution seeks to elicit on an annual basis, is an important means of assuring shareholders that the Company is managing effectively the physical and transition risks associated with climate change.

The Recommendations of the Task Force for Climate-related Financial Disclosure (TCFD) provide an internationally recognised framework for climate risk disclosure. In addition, the Climate Action 100+ (a coalition of more than 500 investors with over $52 trillion in assets under management) Net-Zero Company Benchmark outlines metrics that create accountability for companies, and transparency and comparability for shareholders on GHG emissions, GHG targets, improved climate governance, and climate-related financial disclosures. The resolution centres around these two credible global standards, with guidance on minimum expectations and appropriate flexibility for our Company to exceed them.

Our Company addressed each of the key pillars of the TCFD across its 2019 Annual Report and its 2019 Sustainable Development Report. The additional disclosures required to satisfy the request for a Climate Report would not be burdensome.

Our Company disclosed its Scope 1 equity share emissions for the previous five reporting periods in its 2019 Sustainable Development Report^[4], and its Scope 1 and 2 operated emissions by source for the previous five reporting periods on its Sustainability Data Hub web page^[5]. Our Company’s Scope 3 emissions were disclosed for the first time in its 2019 Annual Report^[6]. For the purposes of satisfying the request for a Climate Report, emissions should also be reported by asset, with accompanying commentary explaining annual performance and long-term trends.

In December 2020, our Company disclosed a suite of targets to decarbonise its production^[7]. Our Company plans to reduce its equity share emissions by 15% by 2025, and 30% by 2030, primarily through energy efficiency and the use of land-based offsets^[8]. However, the projected growth in emissions from our Company’s development of the Scarborough, Sangomar and Browse fields will come at the expense of more ambitious emissions reductions before 2030. Furthermore, shareholders may be critical of our Company’s use of land-based offsets in the short term, or the dependence on new technologies in the long term.

Beyond 2030, our Company has proposed that carbon, capture and storage (CCS) will be required to achieve net zero emissions by 2050, without making any firm commitments beyond a feasibility assessment^[9].

Our Company has stated that it has approximately 3.4 gigatonnes of storage potential across its operated titles^[10]. Other than disclosing a target cost for CCS of $US50 per tonne^[11], our Company has not made a firm commitment to invest in CCS, disclosed interim milestones, the estimated cost or the metrics it will use to measure success.

To date, our Company has not committed to reducing its Scope 3 emissions (from the use of product sold), other than to “working with [its] customers to meet their lower-carbon goals”^[12]. Our Company is engaged in a number of pilot hydrogen projects^[13], and is aiming for initial hydrogen production by the mid 2020s, but further disclosure would be required for shareholders to assess the feasibility of this strategy.

Our Company should provide additional information about each of the planned CCS and hydrogen projects, and the progress of each of those projects on an annual basis. The projected cost of our Company’s “new energy” projects is imperative for shareholders to assess future earnings, and the likely impact of more ambitious emissions reduction pathways.

An annual vote on the Climate Report will simply provide shareholders with a non-binding advisory vote on our Company’s performance and strategies to reduce emissions. This is in the long-term interests of all shareholders.

ACCR urges shareholders to vote for this proposal.