James Hardie: Strengthening shareholder protections

Sep 2026

Objective

James Hardie’s proposed acquisition of US-based outdoor-living products manufacturer AZEK was a significant transaction involving the issue of new shares. However, under the existing Australian Securities Exchange Listing Rules, the transaction did not require shareholder approval.

We believed this highlighted a broader governance issue where major transactions can materially affect shareholders without providing them with an opportunity to vote. Our objective was to support stronger and more consistent shareholder protections.

Objective

Engagement type One-to-one

Our engagement

Fidelity concluded that the issue extended beyond a single company and required engagement at a market-wide level.

Alongside other investors, we signed a letter encouraging the Australian Securities Exchange to review the relevant Listing Rules.

Fidelity also participated in the subsequent public consultation. We supported clearer shareholder approval requirements for significantly dilutive acquisitions, greater transparency around waivers, and stronger protections where changes to a company’s listing status may affect shareholder rights.

The outcome

The Australian Securities Exchange’s consultation created a formal pathway to consider improvements to the Listing Rules and broader shareholder protections. We welcomed the opportunity to contribute an investor perspective to this process.

Stronger rules can support better board decision-making, give shareholders an appropriate voice on significant transactions and reduce the risk of similar situations arising in the future.