Canadian Coalition for Good Governance (CCGG)

CCGG has been granted leave to intervene in the important Supreme Court of Canada case Lundin Mining Corporation, et al. v. Don Markowich, where the Court will consider the meaning of ‘material change’ in the context of when the need for disclosure arises on the part of an issuer. Investors and issuers need clarity around the definition and the Court will be looking at balancing investors’ need for timely and relevant information with issuers’ disclosure burden. See the SCC’s grant of leave to intervene here: https://lnkd.in/giRhCrun For a consideration of the Lundin case up to the Court of Appeal stage, see Torys’ 2023 article "A more generous approach to “material changes” under the Securities Act": https://lnkd.in/gjgdX4u2

CCGG was delighted to host many of our Members, both in person and virtually, at our June 12, 2024, Annual General Meeting. It was terrific to see so many familiar faces, all of whom share a commitment to improving Canadian corporate governance and to furthering CCGG’s mission. After two impactful years, Bruce Cooper, CEO of TD Asset Management is stepping down as Chair of CCGG and will assume the role of Vice-Chair. Bruce has championed great progress for the CCGG, and we would like to thank him for the passion and vision he brought to the CCGG since assuming the role in 2022. Assuming the mantle of Chair will be Amit Prakash, Chief Fiduciary Management Officer of Alberta Investment Management Corporation (AIMCo). We are very excited for Amit to continue the momentum we have built over the last several years. We also welcomed two new board members: Asif Haque, Chief Information Officer of CAAT Pension Plan and Charles Nadim, Head of Research & Portfolio Manager – Canadian Equities of Jarislowsky, Fraser Limited. We are excited to benefit from the experience and insights of our new board members. We would also like to thank our former directors Kevin Gopaul, Duane Green and Maxime Ménard, who left the Board during the year, for their contributions to CCGG.

CCGG has responded to the Canadian Sustainability Standards Board (CSSB)'s consultation survey regarding its proposed general sustainability and climate standards. We encourage Members to leverage and amplify CCGG’s positions and submit their own responses either using the CSSB survey tool or through a letter to the CSSB endorsing CCGG’s response. Respond by June 10, 2024. CCGG’s submission is now available on our website at: https://lnkd.in/gXEAdzck

The governance dispute at Gildan is now over with the shareholder’s dissident slate elected and the former CEO reinstated. As the dust settles, a key takeaway for boards to consider is the critical importance of continuing engagement with shareholders. CEO succession planning is one of the board’s primary responsibilities and, even when the circumstances are not as complicated as they were with Gildan, it makes sense for boards to communicate with shareholders about a change in CEO. This does not mean that shareholders are usurping the board’s role or micromanaging, but given the fundamental importance of the CEO in creating value for the company, investors have a strong interest in understanding how the board is managing a succession planning process, especially when that process is veering off an expected course. See the The Globe and Mail article “At Gildan, a board’s defeat offers lessons in shareholder management": https://lnkd.in/gPdGFkkX

We are excited to welcome Teachers' Pension Plan Corporation Newfoundland & Labrador as the latest CCGG Member to endorse our Stewardship Principles for #responsibleinvestment. Gaining awareness and momentum among investors, CCGG's #StewardshipPrinciples are intended to help institutions investing in Canadian public equities be active and effective stewards. Read more about TPPCNL's approach to responsible investing here: https://lnkd.in/durB458E To view CCGG's principles and other endorsers, visit our website: https://lnkd.in/eUrThD6R

The U.S. Securities and Exchange Commission has adopted the long awaited Enhancement and Standardization of Climate-Related Disclosures for Investors. While not as ambitious as the initial proposal, the adoption of the final #climate related disclosure rules is an important step forward. CCGG is also pleased to see that its submission responding to the 2022 consultation was referenced in the final rules. See the final rules here: https://lnkd.in/ewM8phpF

We believe it is critically important to finalize Canadian Securities Administrators (CSA) - Autorités canadiennes en valeurs mobilières (ACVM) proposed National Instrument 51-107 Disclosure of Climate-related Matters (NI 51-107) and bring it into force as soon as possible, given the urgent systemic financial risks that climate change poses. https://lnkd.in/g7hbeewU

CCGG is pleased to welcome our newest Member organization, Qube Investment Management Inc. Qube is a registered portfolio management firm offering a combination of value and sustainable investment methodologies to pension trusts, foundations, corporate clients and other retirement-focused investors. #goodgovernance

CCGG is one of the major investors and investor associations who are co-signatories to International Corporate Governance Network’s Statement raising concerns from investors globally on regulatory proposals which could weaken UK corporate governance standards and shareholder protections.   ICGN has cautioned against FCA proposals to replace the current ‘standard’ and ‘premium’ segments with a single listing category, to remove shareholder votes prior to significant transactions and related party transactions, and allow dual-class shares with very few investor protection safeguards. ICGN contends that these proposals will expose investors to undue risk, with potentially significant implications for underlying beneficiaries including pensioners, insurance, and retail investors’ savings.   ICGN’s Chief Executive Officer Kerrie Waring said: “With this statement, investors wish to engage in a constructive dialogue with the UK authorities and key stakeholders on measures to promote growth, high quality stewardship, and excellent corporate governance. Robust governance structures, high-quality corporate reporting, and strong investor protections are essential to a competitive market which safeguards corporate resilience, long-term value creation and ensures economic growth.”   The UK’s advanced corporate governance standards have inspired regulators worldwide in their own governance reforms and investors have used them as a gold standard when commenting on other markets’ governance and listing requirements, as well as in their direct engagement with companies. The UK’s reputation for high quality listing and governance standards and resultant overseas investor confidence is both a competitive advantage and a positive differentiator for the UK market.   Read the full ‘Statement on Corporate Governance as a Pre-requisite for Capital Market Competitiveness and Growth in the UK’: https://lnkd.in/dyDEGgsU   #ICGNStatement #governance #corpgov #uk #investors #assetowners #assetmanagers