CANADA Trends and Developments Contributed by: Bill Gilliland, Dentons Canada LLP
sider the CSSB Standards with modifications appro - priate for the Canadian capital markets. In April 2025, the CSA announced that it was paus - ing its work on the development of a new mandatory climate-related disclosure rule to support Canadian markets and issuers as they adapt to recent develop - ments in the United States and globally. ISS and Glass Lewis have climate accountability vot - ing policies that address climate-related disclosure and board oversight of climate-related issues. Effec - tive for shareholder meetings held after 1 February 2026, and under its “Climate Accountability Policy”, ISS will generally vote against or withhold the incum - bent chair of the appropriate committee (or other directors on a case-by-case basis) of companies that are significant GHG emitters (ie, companies identified by the Climate Action 100+) and do not: • make adequate climate-related risks disclosure in line with the four-pillar framework established by the TCFD; or • adopt appropriate GHG emissions reduction tar - gets. Glass Lewis will assess whether climate-related dis - closures at TSX 60 companies with material exposure to climate risk are aligned with the recommendations of the TCFD, IFRS S2 Climate-related Disclosures (IFRS S2), or other equivalent climate reporting frame - work. It will also assess whether these companies have disclosed explicit and clearly defined board-level oversight responsibilities for climate-related issues. If either or both of these disclosures are found to be absent or significantly lacking, Glass Lewis may rec - ommend voting against the chair of the committee (or board) charged with oversight of climate-related issues, or if no committee has been charged with such oversight, the chair of the governance committee. Like ISS, and effective for shareholder meetings held after 1 January 2023, Glass Lewis has adopted a “Board Accountability for Climate-related Issues” policy under which it will make negative voting rec - ommendations for the chair of the relevant committee (or board) of high-emitting companies (ie, companies whose GHG emissions represent a financially mate -
rial risk, including companies identified by the Climate Action 100+) that do not: • provide thorough disclosure aligned with the TCFD, IFRS S2, or other equivalent climate reporting framework; or • clearly define board oversight responsibilities for climate-related issues. The Glass Lewis policy may be extended to the chair of the governance committee where no committee (or board) has been assigned oversight of climate-related issues and could also apply to other directors. The group of companies to which the Glass Lewis policy applies appears to be broader than for the ISS policy. Glass Lewis believes that boards of high-emitting companies should have explicit and clearly defined oversight responsibilities for climate-related issues, which builds on broader Glass Lewis and ISS poli - cies requiring board-level oversight of environmental issues and disclosure of such oversight. The Ontario Teachers’ Pension Plan (OTPP), one of Canada’s largest investors, continues to advocate for strong climate oversight in its 2026 Proxy Voting Guidelines. The 2026 Guidelines recognise that cli - mate change risks intersect with board responsibili - ties, processes and practices, and that the full board is ultimately responsible for oversight. The OTPP encourages existing committees to formally assume responsibility for climate oversight and will assess board approaches on a case-by-case basis, consid - ering company size, sector, and risk profile. Where a company or its board has failed to adequately address material or egregious operational or reputational risks stemming from poor management or oversight of environmental issues, the OTPP may choose not to support individual directors, chairpersons, or com - mittees. Shareholder Meetings and Materials The debate concerning the format of shareholder meetings continues. Past legislative amendments have introduced flexibility for companies to hold vir - tual shareholder meetings. On 22 February 2024, the CSA provided updated guidance on virtual shareholder meetings after pro -
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