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The rules they are a-changin’: Corporate governance developments in 2020

Author(s): Andrew MacDougall, John M. Valley

Dec 8, 2020

The unprecedented upheaval in the personal and work lives of Canadians and people worldwide resulting from the COVID-19 pandemic has not slowed down initiatives to reform corporate governance practices in Canada – in fact it may have sped them up. This year has witnessed significant reform of corporate laws in jurisdictions across Canada; the launch of a process in Ontario for securities law reform, including reform of corporate governance practices; new U.S. rules on proxy advisors; and a long-overdue industry-led initiative sponsored by the Institute of Corporate Directors and the TMX Group to update corporate governance best practices in the country.

Pandemic-induced changes to corporate law

The lockdown measures adopted in March to protect public health and safety in Canada were imposed shortly before most companies were to begin holding their annual meetings. This led to the adoption of a wave of measures by federal and provincial governments to facilitate the use of technology to enable corporations to hold their meetings virtually. These measures were also intended to provide additional flexibility to delay the timing for holding issuers’ annual meetings in 2020...