ESG Global Advisors Inc. 

The terms "ESG" (Environmental, Social and Governance) and "CSR" (Corporate Social Responsibility) are often used interchangeably. However, they are distinctly different and it is important for companies to understand the difference given investors' focus on ESG. This piece clarifies the difference between the two terms and the implications for companies with respect to reporting and oversight of material ESG factors.

Read More

Read More

Osler, Hoskin & Harcourt LLP

Under heightened industry and media scrutiny, TSX-listed companies continue to make progress-albeit limited - in their bid to increase diversity on boards and executive teams.

Osler's 2019 Diversity Disclosure Practices [PDF] offers an updated snapshot on the representation of women in leadership roles in corporate Canada. Our Corporate Governance Group conducted an extensive review and analysis of diversity disclosure by TSX-listed companies and summarized the results for the full 2018 calendar year as well as the period from January 1, 2019 to July 31, 2019..

Davies Ward Phillips & Vineberg LLP.

The Business Roundtable, an association of CEOs of major U.S. corporations, recently issued its "Statement on the Purpose of the Corporation." The statement underscores the Business Roundtable's commitment to all stakeholders of corporations, including their customers, employees, suppliers, communities and shareholders. The statement is intended to reflect a modern standard for corporate responsibility and represents a departure from the Business Roundtable's prior endorsement of the principles of shareholder primacy - namely, that corporations exist principally to serve shareholders. It also signals that its signatories are committed to balancing the interests of the various stakeholders of their corporations, including (but not exclusively focused on) their shareholders.

Dentons

In the past decade, there have been several reports of cybersecurity attacks and data breaches to large corporations.1 In many cases, those affected by the breach want to hold the directors and officers accountable, as they feel the corporation failed to implement the proper security measures to prevent a breach from happening or did not effectively handle the aftermath of the breach. However, directors and officers generally enjoy limited personal liability subject to a few exceptions.2 Nevertheless, as more specific guidance emerges for directors and officers handling cybersecurity issues, the scope of this liability may widen.3 Thus, directors and officers should not take comfort in the substantial barriers that prevent them from being held liable for issues relating to the organization.4 In fact, despite these substantial barriers, shareholders continue to pursue derivative actions against directors and officers.

Fasken Martineau DuMoulin LLP

As of January 1, 2020, distributing corporations governed by the Canada Business Corporations Act (CBCA) will be required to provide additional information to shareholders regarding diversity among their boards of directors and within senior management of the corporation. The additional diversity disclosure will be required in conjunction with the corporation's notice of meeting and/or management proxy circular for its annual meeting of shareholders to be held in 2020. Distributing corporations, typically public companies, will be required to disclose diversity policies as well as numbers and percentages of members of "designated groups" (as further described below), namely, women, Aboriginal persons, members of visible minorities and persons with disabilities which are identified among their directors and senior management.