CANADA Law and Practice Contributed by: Sarah Gingrich, Sean Stevens, Marie-Josée Neveu and Tracy Hooey, Fasken
under the CBCA. This makes the CBCA the most relevant Canadian corporations statute when discussing the corporate governance of Canadian public companies. Regarding secu - rities laws, Canada does not have a national securities regulator similar to the Securities and Exchange Commission (SEC) in the United States. Instead, each province and territory gen - erally has its own securities statutes and secu - rities regulators. That said, there is significant harmonisation among these various securities laws, including further to the work of the Cana - dian Securities Administrators (CSA), which is an umbrella organisation of Canada’s provincial and territorial securities regulators whose mandate is to improve, co-ordinate and synchronise the regulation of Canadian capital markets. The two principal Canadian stock exchanges are the Toronto Stock Exchange (TSX) and the TSX Venture Exchange (TSXV) and each of these have listing rules. However, these rules do not factor prominently as relates to corporate gov - ernance matters, which are generally left to Canadian corporate law and securities law. 2. Corporate Governance Context 2.1 Hot Topics in Corporate Governance There are several current “hot topics” in corpo - rate governance in Canada. These include (i) economic uncertainty posed by trade and tariff policies, (ii) diversity, equity and inclusion (DEI) matters, (iii) relatively new legislation addressing forced labour and child labour in supply chains, and (iv) relatively new legislation imposing cor - porate transparency and disclosure obligations. For discussion of “hot topics” involving ESG considerations, including regarding climate change disclosure, see 2.2 ESG Considerations .
Economic uncertainty posed by the evolving trade and tariff policies of the new US admin - istration is creating risks of varying degrees for different Canadian companies. The challenge for Canadian boards is to respond appropriately as warranted by the company’s particular exposure and risk profile, including, for example, more regular meetings with management to discuss response strategies. DEI is another area of recent focus for the CSA (see 1.3 Corporate Governance Requirements for Companies With Publicly Traded Shares ). In early 2023, it published for comment a pro - posed rule that would require enhanced disclo - sure from non-venture issuers regarding how the issuers identify and evaluate new candidates for nomination to a company’s board and how diversity is incorporated into those considera - tions. In particular, the CSA sought input on (i) whether the enhanced regime should require specific disclosure with respect to Indigenous peoples, LGBTQ2SI+ persons, racialised per - sons, persons with disabilities, or women, or (ii) whether the specific disclosure should be limited to women on a company’s board and allow for voluntary disclosure with respect to other under-represented groups. In April 2025, the CSA announced it was pausing this matter to (i) support Canadian markets and issuers as they adapt to recent developments in the global and geopolitical landscape (ie, trade and tariff uncertainty), and (ii) focus on initiatives to make Canadian capital markets more competitive, effi - cient and resilient. However, the CSA also stated it expects to revisit the matter in the future. See also 6.2 Disclosure of Corporate Governance Arrangements . Regarding forced or child labour in supply chains, Canada’s Fighting Against Forced Labour and Child Labour in Supply Chains Act
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