Overview As the corporate world continues to inch closer to resuming normal business operations, today’s business leaders face an increasingly complex set of challenges that are anything but normal. World-changing events of the past two years, including the COVID-19 crisis, have radically altered the corporate landscape and forced many companies to reshape their business models.
Emerging from the pandemic, companies are facing an uncertain economic and geopolitical climate, heightened public scrutiny and ever-expanding demands from various stakeholder groups. The focus on environmental, social and governance issues continues to ramp up as investors, regulators and other stakeholders put pressure on companies to act. In the past year, corporate accountability for climate change reached a watershed moment as regulators in both Canada and the United States moved toward mandatory climate disclosure requirements. At the same time, social justice movements that focused on diversity and equality spotlighted the need for urgent action at the corporate level. These changes have exemplified the shift to a more integrated model of corporate governance that considers a wider range of stakeholders, including employees, customers, communities and the environment. Against this backdrop, we explore in this edition of Davies Governance Insights the following issues that will require boards’ focus for the remainder of 2022 and beyond. In keeping with the theme of change, this edition is the first in our new, twice-yearly publication schedule, designed to capture the most relevant and up-to-date developments of importance to corporate boards. – With the COVID-19 pandemic dominating headlines since March 2020, many significant regulatory and judicial changes may not have received the attention they deserve. We detail some of these developments and what they mean for organizations in Chapter 1: 10 Regulatory and Judicial Developments That GCs and Boards Need to Know.
– In the post-pandemic economic climate, companies facing difficult financial decisions may struggle to meet the expectations of shareholders or other stakeholders. We provide an overview of the oppression remedy, including how oppression claims may arise and how boards can protect themselves, in Chapter 2: Bulletproofing Your Board Against Oppression Claims. – Recent data suggest that tenure for chief executive officers (CEOs) is declining, while CEO turnover is increasing. We review recent trends in CEO departures, set out best practices for ongoing planning and outline core disclosure issues that boards should keep top of mind in Chapter 3: CEO Succession Trends and Best Practices. – As of August 31, 2022, federally incorporated public companies are subject to true majority voting for uncontested director elections. We answer common questions and set out steps that corporations can take to ensure a smooth transition in Chapter 4: True Majority Voting for CBCA Public Companies: Is Your Board Ready? – While the arrival of mandatory climate disclosure in Canada is inevitable, exactly what that will entail remains to be seen. We compare the Canadian Securities Administrators’ proposed approach with the more stringent rules proposed by the U.S. Securities and Exchange Commission and other international organizations in Chapter 5: Competing Frameworks: Mandatory Climate Disclosure Is (Almost) Here.
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Governance Insights 2022
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