7. S hareholder Proposals: Virtual Meetings, Climate Change and Anti-ESG The 2024 Canadian proxy season featured a number of developments in ESG-related shareholder proposals, including proposals targeting issuers’ virtual shareholder meeting policies and procedures, climate-change related proposals and so-called “Anti-ESG” initiatives. We expect that shareholder attention to virtual shareholder meetings will be sustained in 2025, as regulators and corporate governance advocates continue to issue guidance on best practices for issuers to ensure that effective shareholder participation in a virtual setting is made possible and accessible. Climate-related proposals, however, may retreat in 2025 as anti-ESG advocacy spreads from south of the border. For more on this topic, refer to Shareholder Proposals (pg. 12). 8. Diversity at Canada’s Public Companies In October of 2024, the CSA released a 10-year review of disclosure regarding women on boards and in executive positions. The report echoes a refrain that has become familiar to constituents of the intersection of corporate governance and diversity and inclusion (D&I). While representation by women on boards and in executive positions at Canada’s TSX-listed companies has demonstrably increased over the past decade, progress has been greatest at Canada’s largest companies – and appears to be slowing. Unfortunately, the CSA’s 10-year review did not provide an update on the status of proposed diversity disclosure rules released in 2023. The D&I pushback playing out in the United States has created a backdrop against which to observe whether Canadian legislation proceeds or stagnates in 2025. For more on this topic, refer to Diversity at Canada’s Public Companies (pg. 14). 9. C anada’s Anti-Slavery Regime: First-Year Report Canada’s Fighting Against Forced Labour and Child Labour in Supply Chains Act (Supply Chains Act) created a stir when it came into force on January 1, 2024, after limited consultation and no concurrent guidance. All Canadian-listed public issuers, and other entities doing business in Canada (or having a place of business or assets in Canada) that meet minimum worldwide size thresholds (assets, revenue, employees), are required to report under the Supply Chains Act . After receiving considerable criticism of the legislation, the federal government asked companies to simply report whatever information was in hand and confirmed that enforcement actions would not be taken against non-compliant entities.
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Governance Insights 2025
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