CANADA Trends and Developments Contributed by: Bill Gilliland, Dentons
the ISSB Standards except for few transitional matters relating to Scope 3 emissions, quantita - tive scenario analysis and the general timing of disclosure. The ISSB Standards and the CSSB Standards are voluntary standards. Following the release of the CSSB Standards, the CSA announced that it would continue to work toward a revised climate-related disclosure rule and would consider the CSSB Standards with modifications appropriate for the Canadian capi - tal markets. In April 2025, the CSA announced it was pausing its work toward a revised climate- related disclosure rule, but encouraged compa - nies to use the CSSB Standards if they were making voluntary sustainability disclosure. No timeline has been provided to restart this work. ISS and Glass Lewis have climate accountability voting policies that address climate-related dis - closure and board oversight of climate-related issues. Effective for shareholder meetings held after 1 February 2025, and under its “Climate Accountability Policy” , the ISS will generally vote against or withhold from the incumbent chair of the appropriate committee (or other directors) of companies that are significant GHG emitters (ie, companies identified by the Climate Action 100+) and do not: (i) make adequate climate- related risks disclosure in line with the four-pillar framework established by the TCFD; or (ii) adopt appropriate GHG emissions targets. Glass Lewis will assess whether climate-related disclosures are aligned with the recommenda - tions of the TCFD at TSX 60 companies with material exposure to climate risk. It will also assess whether these companies have dis - closed explicit and clearly defined board-level oversight responsibilities for climate-related issues. If these are absent or significantly lack - ing, Glass Lewis may recommend 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 over - sight, the chair of the governance committee. Similar to ISS, and effective for shareholder meetings held after 1 January 2023, Glass Lewis has adopted “Board Accountability for Climate- related Issues” policy under which it will make negative voting recommendations for the chair of the relevant committee (or board) of high- emitting companies (ie, whose GHG emissions represent a financially material risk, including companies identified by the Climate Action 100+) that do not: (i) provide thorough TCFD-aligned disclosure; or (ii) 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 com - mittee (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 policies requiring board-level oversight of environmental issues and disclosure of such oversight. The Ontario Teachers’ Pension Plan, one of Can - ada’s largest investors, continues to advocate for strong climate oversight in its 2025 Proxy Voting Guidelines. The 2025 Guidelines maintain heightened expectations of Audit Committees, including climate literacy as a core competency for its members. Climate-related impacts must be evaluated when reviewing budgets, perfor - mance and M&A activity. Additionally, the Audit Committee should understand environmental
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