Governance Insights 2026: A Preview of 2026

In addition to a changing regulatory climate, an even greater (and potentially existential) threat to the proxy advisory industry is that technological solutions (particularly AI and AI-related tools) may begin to play the role that proxy advisors have historically filled for institutional shareholders. It was recently reported that JPMorgan is eliminating all reliance on external proxy advisors for its U.S. voting processes and will instead be leveraging voting software that it developed in-house. ISS and Glass Lewis have already begun to amend some of their existing practices in response to these pressures. Glass Lewis announced that in 2027 it will move to customized or “thematic” voting guidelines (away from a single “house” recommendation) in order to reflect the varied viewpoints of its clients. And ISS indicated that it will evaluate ESG-related shareholder proposals on a case-by-case basis, rather than recommending a vote in favour of such proposals, which it has generally done in the past. We expect that the speed and scope of these changes will only intensify in 2026 as legal, regulatory and technological challenges come into focus. In the meantime, ISS’s and Glass Lewis’s voting guidelines continue to be relevant for Canadian issuers. The minor changes to ISS’s Canadian voting guidelines for the 2026 proxy season can be viewed here, and Glass Lewis’s here. As institutional shareholders begin to rely on AI solutions and proxy advisors focus on a more tailored approach to client advice, we expect that fiduciary duties in relation to proxy voting will be in the spotlight in 2026 and beyond. In particular, we may see challenges to institutional shareholders relying on “black-box” AI voting recommendations as well as arguments that proxy advisors are moving closer to “fiduciary” status as they provide more tailored advice to clients. 9. S hareholder Proposals: 2025 Trends and 2026 Outlooks A review of shareholder proposals submitted to TSX-60 companies during the 2025 proxy season confirms that governance remains the central focus of shareholder engagement. In 2025, shareholders advanced fewer broad or generic proposals and more frequently carried proposals through to a vote. This reflects a more deliberate use of shareholder proposals to influence board oversight, disclosure and engagement, rather than to make symbolic statements. This approach is expected to continue into the 2026 proxy season. Across industries, shareholders also paid closer attention to how boards oversee and explain their approach to risk, particularly in areas that are complex, evolving and difficult to measure. For more on this topic, see Shareholder Proposals (Page 15).

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Governance Insights 2026

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