Just Share NPC, Aeon Investment Management (Pty) Ltd, Fossil Free South Africa v Thungela Resources limited, Companies and Intellectual Property Commission - Other

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The application is brought by Just Share NPC, Aeon Investment Management, and Fossil Free South Africa, all shareholders in Thungela Resources Limited, challenging Thungela’s refusal to circulate and table three non-binding shareholder resolutions on climate change and related environmental, social and governance (ESG) issues at its 2023, 2024 and 2025 annual general meetings. The applicants contend that Thungela’s refusal breached sections 65(3) and 62(3)(c) of the Companies Act 71 of 2008, which entitle qualifying shareholders to propose resolutions and require companies to include them in AGM notices.


The proposed resolutions concern climate change risks, governance, and Thungela’s response to its contribution to greenhouse gas emissions, particularly given that Thungela is a major producer and exporter of thermal coal. The applicants rely on scientific and policy material referenced in the founding affidavit, including the IPCC Sixth Assessment Report and South Africa’s Climate Change Act, to argue that climate change poses material financial, environmental and human rights risks that are directly relevant to shareholder decision-making.


The application emphasises that shareholder resolutions on climate change are a recognised and increasingly important mechanism for corporate accountability and transparency, both globally and in South Africa. It argues that allowing shareholders to debate and vote on climate related resolutions advances responsible corporate citizenship, informs shareholders of climate risks (including physical, transition and liability risks) and enables alignment between corporate conduct and South Africa’s constitutional environmental rights framework, particularly section 24 of the Constitution.


The applicants seek declaratory relief confirming that shareholders are legally entitled to propose and vote on climate related and non-binding resolutions, and that Thungela acted unlawfully in refusing to table them. They further argue that the dispute raises constitutional issues, including freedom of expression, freedom of association and the right to an environment not harmful to health or well-being.  

Just Share NPC, Aeon Investment Management (Pty) Ltd, Fossil Free South Africa v Thungela Resources limited, Companies and Intellectual Property Commission

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An aim to achieve a quantifiable outcome within a given time-frame, set by an institution such as a national government.

Policy instruments are techniques or tools used by governing authorities to promote certain policies in order to achieve predetermined goals. Put simply, instruments are how a government tries to achieve its goals, with this taxonomy being focused on national policy instruments.

Risk is the potential for adverse consequences resulting from the dynamic interplay between (climate-related) hazards, exposure, and vulnerability of affected human or ecological systems.

Groups  of people who are adversely affected by climate change or the response to it

A set of principles, processes, and practices that build economic and political power to shift from an extractive economy to a regenerative economy.

Renewable energy means all forms of energy produced from renewable sources in a sustainable manner.

Fossil fuel is a generic term for non-renewable energy sources such as coal, fossil gas, and oil (including crude oil, and petroleum products), that can be used for electricity and heat generation. Fossil fuels are hydrocarbons formed from pressurised and heated organic material buried over millions of years.

Molecules in the atmosphere that play a key role in the greenhouse effect by trapping heat radiating from Earth’s surface.

Area of the economy in which actors engage in identical or related activities.

In human systems, the process of adjustment to actual or expected climate change and its effects, in order to moderate harm, increase resilience or exploit beneficial opportunities. In natural systems, the process of adjustment to actual climate change and its effects; human intervention may facilitate adjustment to expected climate change and its effects.

The management and allocation of funds, assets and investments to meet various objectives

Any compulsory, unrequited payment to the government levied on corporations or individuals. This can be for environmental reasons, such as introducing a Carbon tax to set a price that emitters must pay for the greenhouse gases they emit.

Terrestrial means "of the earth" and relates to the risks to ecological system that includes all living organisms and their interactions within land-based environments, such as forests, grasslands, and deserts.

Actions or measures to adapt terrestrial systems to climate change.

This sector includes firms and individuals offering specialised expertise in fields such as law, accounting, consulting, science and engineering.

Energy derived from biological compounds that are renewable due to their short life cycle within the carbon dioxide cycle.

Activities involving the catching, processing, and selling of fish for food, recreation, and industry.

Financial actors and resources that are primarily directed towards climate change mitigation, adaptation and compensation.

Activities of businesses and institutions that provide financial services and products to individuals and organisations.

Actions to adapt human health, healthcare systems and well-being to climate change.

Air pollution involves harmful contaminants in the air, affecting both indoor and outdoor environments. It can lead to health issues like respiratory diseases and heart problems, and climate impacts such as global warming. Pollutants can damage plants, trees, habitats, and water bodies like rivers and lakes.

Activities that provide lodging, food, and entertainment services to guests, including hotels, restaurants, and resorts.

A commitment to balance GHG emissions with removal by a certain point in time, effectively reducing the net emissions to zero

Financial support to help individuals manage the effects of unexpected events, securing their livelihoods and increasing the resilience of people and businesses to the changing climate. It’s especially vital in developing regions where everyday risks, climate-related weather extremes, or crop failures can push people into poverty. Without insurance, people may have to resort to selling assets or cutting consumption to cope with losses.

Work that is productive and delivers a fair income, security in the workplace and social protection for all, better prospects for personal development and social integration, freedom for people to express their concerns, organize and participate in the decisions that affect their lives and equality of opportunity.

Oil is a combustible liquid fossil fuel composed mainly of hydrocarbons, occurring as crude oil and refined into petroleum products such as petrol, diesel and kerosene.

Actions and measures to adapt and increase resilience of societies and the economy to climate change.

Activities that relate to the production of goods and services from forests.

Actions or measures to adapt freshwater systems to climate change.

A financial institution that manages a country's currency and can promote climate-related initiatives through green monetary policy and other means.

This sector involves managing waste treatment, sanitation, pollution control and environmental cleanup.

People who are less able to respond to the effects of climate change due to having limited financial or physical assets

Production of electricity and heat from solar irradiation.

Conditions that enhance the feasibility of adaptation options. Enabling conditions include finance, technological innovation, strengthening policy instruments, institutional capacity, multi-level governance and changes in human behaviour and lifestyles.

This sector involves the distribution, treatment, and conservation of water resources.

Coastal zone and marine-related actions and measures to adapt and increase resilience to climate change

Climate change impacts our society by disrupting the natural, economic and social systems we depend on. Physical hazards and underlying vulnerabilities can lead to increased resource competition for food and water, which can heighten the risk of conflict.

This sector provides communication services, software development, and IT solutions.

woman and genders outside of the gender binary

People whose health, both mental and physical, makes them more vulnerable to the effects of climate change

Codes and standards are regulatory instruments that specify minimum standards to protect health and safety. This ranges from performance standards, which prescribe outcomes while allowing flexibility to achieve compliance, to the more prescriptive approach of technology-specific standards.

The cryosphere is the frozen part of the Earth—it includes sea ice, glaciers, snow, and ice sheets. It helps regulate the climate and weather by reflecting sunlight. Rising temperatures are causing melting, leading to sea ice loss, glacier collapse, and glacier landslides and avalanches. This threatens the livelihoods of around 700 million people who rely on the cryosphere for food, water security, and cultural practices.

This sector involves activities to move goods and people, alongside the storage of products.

Fossil gas, commonly known as natural gas, is a fossil fuel consisting chiefly of methane with smaller amounts of other hydrocarbons and trace gases, found in underground deposits.

This sector involves the wholesale and retail selling of goods.

A long-lived, colourless gas, chiefly emitted from fossil fuel combustion, deforestation and cement production.

A subsidy is a direct or indirect payment to individuals or businesses, typically provided as a government cash payment or a specific tax reduction.

Social and cultural groups that share collective ancestral ties to the lands and natural resources where they live, occupy or from which they have been displaced

People with different national or cultural traditions from the dominant population

Tradable permits are market-based tools that grant permission for specific activities, frequently used to regulate emissions. These permits can be issued within a trading system to manage environmental impacts.

Direct investments by the governments using public funds. This can be to support climate initiatives or integrate climate into other projects.

The activities of industries involved in the production, distribution, and sale of energy, including electricity, gas, and renewables.

This sector creates and distributes information and entertainment through television, radio, print, and digital platforms.

The release of heat-trapping gases, primarily from human activities such as burning fossil fuels, agriculture and industry.

Slow onset events evolve gradually from incremental changes over many years or from increased frequency or intensity of recurring events. As defined in the Cancun Adaptation Framework (2010), slow onset events include risks and impacts from rising temperatures, desertification, biodiversity loss, land and forest degradation, glacial retreat, ocean acidification, sea level rise, and salinization.

Risks to the ecosystem health of the marine environment, including ocean warming, ocean acidification, and ocean deoxygenation, harming biodiversity, species health, ecosystem services, and coastal community livelihoods.

A target to reduce the prevalence of a greenhouse gas over a specific time frame

People who have left their homes, whether through force, voluntarily, or a mixture of both

Activities that involve the cultivation of crops and raising of livestock for food, fibre, and other products essential for human life and industry.

Coal is a combustible sedimentary rock formed from carbonised plant matter, rich in carbon and hydrocarbons, and occurring in several main types including hard coal and brown coal.

Either money or something of monetary value is transferred between two or more organisations, people or countries.

Kinetic energy of airflow transformed into useful energy, mostly electrical energy.

A loan is a policy instrument where funds are provided to a borrower with the expectation of repaying the principal plus interest.

Actions or measures to adapt freshwater, coastal and marine systems to climate change.

A potent, short-lived greehouse gas, largely released from livestock, fossil fuel extraction and waste management.

Activities of government agencies and institutions that provide public services, enforce laws and manage public resources.

Extreme weather refers to events where a weather variable exceeds (or falls below) a threshold. Meaning it is significantly different from the average or usual weather pattern.

Social inclusion is the process of improving the terms on which individuals and groups take part in society—improving the ability, opportunity, and dignity of those disadvantaged on the basis of their identity.

Geohazards are adverse geological phenomenon's that are capable of causing widespread damage or loss to property, life and the environment, such as earthquakes, volcano eruptions and tsunamis. Climate change can increase the frequency and severity of some geohazards, such as landslides, and soil erosion.

A ban is a legal action that prevents the sale or supply of a product or service, or that recalls a product from the market. Examples are bans on SF6, greenwashing, fossil fuel advertisement or single-use plastics.

Activities of industries that extract natural resources, such as mining, oil, and gas, for commercial use.

Activities that involve planning, designing and building infrastructure, residential, and commercial structures.

Jobs that contribute to preserving or restoring the environment. We include jobs which require a high amount of green skills or which spend much of their time on green activities, as well as jobs transforming polluting industries.

The activities of industries that transforms raw materials into finished goods through industrial processes.

Any substance with chemical properties that can cause physical harm to people or damage the environment, including ammonia, carbon monoxide, phosphine, chlorine, arsenic, cadmium, mercury, pesticides, dioxins, microplastics, benzene, asbestos, aflatoxins, fluoride, methanol, and toxins from marine sources.

Climate change can have a range of impacts on technological system. Extreme weather events can cause infrastructure failures like power outages or damage to roads and bridges, as well as the impacts from waste following natural disasters. Human activities also cause technological impacts, such as the risks posed by oil spillage and leaks.

Social protection systems consist of policies that help people manage social risks in order to prevent poverty and maintain decent incomes and living standards