ESG Global Vision

Corporate Governance Policy

In force

All companies and individuals

Canada’s domestic anti-bribery provisions are contained in sections 119 through 125 of the Criminal Code. These provisions prohibit various forms of corruption including bribery of domestic public officials, frauds on the government, breach of trust by a public officer and secret commissions, as well as various corrupt accounting and record-keeping practices. All advantages granted to Canadian public officials are illegal if made in violation of the Criminal Code. Foreign companies and individuals are subject to the corruption offences in the Criminal Code if the offence is deemed to have taken place in Canada.

Corporate governance policy

In force

Canadian companies and individuals operating in foreign countries, and foreign companies and individuals doing business in Canada.

Foreign bribery under Canadian law is governed by the CFPOA, which makes it an offence to: (i) directly or indirectly give, offer or agree to give or offer any form of advantage or benefit to a foreign public official to obtain an advantage in the course of business; or (ii) engage in certain accounting practices where those practices are employed for the purpose of bribing a foreign public official or concealing a bribe. Foreign companies and individuals are subject to the corruption offences in the CFPOA if the offence is deemed to have taken place in Canada.

Non-financial reporting

In force

Reporting issuers.

The definition of a reporting issuer is set out in applicable provincial securities legislation, but generally includes a person or company who has outstanding securities, has issued securities, or proposes to issue a security, and: (i) has filed a prospectus for which a receipt has been issued under securities legislation; (ii) some or all of its securities have been posted for trading on any recognized exchange; (iii) is an offering corporation under applicable securities legislation; or (iv) is designated as a reporting issuer by the regulator.

Canadian Securities Administrators (CSA) Staff Notice 51-333 sets out guidance for environmental reporting. In 2018, CSA issued Staff Notice 51-354 [Report on Climate change-related Disclosure Project]; followed by CSA Staff Notice 51-358 [Reporting of Climate Change-related Risks] in August 2019. Under Staff Notice 51-354, CSA indicated that it would continue to monitor the quality of disclosure of climate change-related matters by public companies and would consider implementing new disclosure requirements. Staff Notice 51-358 reinforces the guidance set out in Staff Notice 51-333, but emphasizes the increasing pervasiveness of climate change risks and potential difficulties in assessing their materiality.

Find out more:

CSA Staff Notice 51-333 - Environmental Reporting Guidance 

CSA Staff Notice 51-354 - Report on Climate change-related Disclosure Project 

CSA Staff Notice 51-358 - Reporting of Climate Change-related Risks 

Non-financial reporting

Proposed. Public consultation period ended on February 16, 2022.

Not expected to come into force prior to December 31, 2022. Coming into force date to be determined.

Reporting issuers except for investment funds, issuers of asset-backed securities, designated foreign issuers, SEC foreign issuers, certain exchangeable security issuers, and certain credit support issuers. The definition of a reporting issuer is set out in applicable provincial securities legislation, but generally includes a person or company who has outstanding securities, has issued securities, or proposes to issue a security, and: (i) has filed a prospectus for which a receipt has been issued under securities legislation; (ii) some or all of its securities have been posted for trading on any recognized exchange; (iii) is an offering corporation under applicable securities legislation; or (iv) is designated as a reporting issuer by the regulator.

• Proposed NI 51-107 would introduce new disclosure requirements that are largely consistent with the four core elements of the Task Force on Climate-related Financial Disclosures recommendations (TCFD Recommendations): (i) governance; (ii) strategy; (iii) risk management; and (iv) metrics and targets. Specific requirements would include:

• Governance: Reporting issuers would be required to describe the following: (a) the board’s oversight of climate-related risks and opportunities, and (b) management’s role in assessing and managing climate-related risks and opportunities.
• Strategy: Reporting issuers would be required to describe the following, where such information is material: (a) the climate-related risks and opportunities the issuer has identified over the short, medium, and long term, and (b) the impact of climate-related risks and opportunities on the issuer’s businesses, strategy, and financial planning.
• Risk Management: Reporting issuers would be required to describe the following: (a) the issuer’s processes for identifying and assessing climate-related risks, (b) the issuer’s processes for managing climate-related risks, and (c) how processes for identifying, assessing, and managing climate-related risks are integrated into the issuer’s overall risk management.
• Metrics & Targets: Reporting issuers would be required to disclose: (a) the metrics used by the issuer to assess climate-related risks and opportunities in line with its strategy and risk management process where such information is material, (b) Scope 1, Scope 2, and Scope 3 GHG emissions, and the related risks or the issuer’s reasons for not disclosing this information (CSA is also considering an alternative approach, which would require issuers to disclose Scope 1 GHG emissions), and (c) the targets used by the issuer to manage climate-related risks and opportunities and performance against targets where such information is material.

• Certain modifications to the TCFD Recommendations have been proposed, including:

• Reporting issuers would not be required to provide a “scenario analysis”.
• Reporting issuers would have to disclose Scope 1, Scope 2, and Scope 3 GHG emissions and the related risks, or the issuer’s reasons for not disclosing this information. As an alternative, CSA is also considering a requirement for issuers to disclose Scope 1 GHG emissions. Under this alternative, disclosure of Scope 2 and Scope 3 GHG emissions would not be mandatory. Issuers would have to disclose either their Scope 2 and 3 GHG emissions and the related risks, or the issuer’s reasons for not disclosing this information.
• The Proposed Instrument contemplates a phased-in transition of the disclosure requirements over one and three-year periods. The length of the transition phase would depend on the issuer’s status as a venture or non-venture issuer, with non-venture issuers being required to comply with the proposed disclosure requirements first.

Corporate governance policy

In force

All companies and individuals

Under section 21 of the Criminal Code, any person who aids or abets the commission of an offence may be charged as a party to that offence, including a director or officer. In 2004, the Criminal Code was amended to make it easier to convict corporations and individuals for health and safety incidents.  In particular, criminal liability was extended to “organizations” and it is now easier for “organizations” to be convicted for criminal negligence. Section 217.1 of the Criminal Code provides that everyone who undertakes (or has the authority) to direct how another person does work or performs a task is “under a legal duty to take reasonable steps to prevent bodily harm to that person or any other person, arising from that work or task”. This includes supervisors, managers, senior officers and directors. Accordingly, it is easier for the actions or omissions of directors and officers to result in criminal liability for the corporation. For example, a corporation can be criminally liable: (i) if directors and officers depart markedly from the standard of care that could have been expected to prevent a representative of the organization from being negligent; or (ii) if directors and officers directly have knowledge of the commission of the offence by other representatives of the corporation and do not take “all reasonable measures” to stop them from committing the offence.

Corporate governance policy, environmental policy

In force

Companies and their directors/officers doing business in Canada.

CEPA is the main federal environmental statute that provides the regulatory framework for pollution prevention, environmental and health protection programs. Under CEPA, it is an offence to contravene a provision of the Act or its regulations. Directors and officers who direct, authorize, assent to, acquiesce in or participate in the commission of an offence can be prosecuted for doing so, even if the corporation is not prosecuted (s. 280(1)). Directors and officers also have a duty to take all reasonable care to ensure the corporation complies with CEPA, as well as with regulations and orders made under the Act (s. 280.1). A breach of this duty is an offence. It is important to note that under these types of positive-duty provisions, a director or officer can be charged even if no other section of the Act has been breached and no offence committed.

Government-led standard

In force

Companies operating in the Canadian financial sector.

In May 2021, the Government of Canada launched the Sustainable Finance Action Council (Council) to help lead the Canadian financial sector towards integrating sustainable finance into standard industry practice. The Council’s first priority is enhancing climate-related financial disclosures in Canada’s private and public sector, aligned with the recommendations of the Task Force on Climate-Related Financial Disclosures. The Council will also prioritize gender and diversity reporting. The Council reports to the Ministers of Finance and Environment and Climate Change.

Corporate governance policy, financial reporting

In force

A regulated entity under ESTMA is a corporation or a trust, partnership or other unincorporated organization that is engaged in the commercial development of oil, gas or minerals. This definition includes businesses that control, directly or indirectly, other entities that engage in such activities.

ESTMA requires regulated entities to publicly report certain payments they make to all levels of government in Canada and abroad in relation to the commercial development of oil, gas and minerals. The purpose of ESTMA is to deter corruption in the global extractive sector by making government revenues from natural resources transparent to the public. The reports are available on publicly accessible websites by reporting businesses, and a link to every report submitted will be available on the ESTMA website.

Corporate governance policy

In force

Reporting issuers, other than investment funds.

The definition of a reporting issuer is set out in applicable provincial securities legislation, but generally includes a person or company who has outstanding securities, has issued securities, or proposes to issue a security, and: (i) has filed a prospectus for which a receipt has been issued under securities legislation; (ii) some or all of its securities have been posted for trading on any recognized exchange; (iii) is an offering corporation under applicable securities legislation; or (iv) is designated as a reporting issuer by the regulator.

NP 58-201 sets governance guidelines for reporting issuers (other than investment funds) in Canada, on the following: (i) composition, and mandate, of the board of directors; (ii) directors' independence; (iii) development of written position descriptions for directors and officers; (iv) codes of conduct; (v) nomination and remuneration of directors; and (vi) performance assessment of the board and individual directors .Generally, securities regulators require companies to comply with the guidelines in NP 58-201 or explain their lack of compliance in their public disclosure.

Corporate governance policy

In force

Reporting issuers, except an investment fund or issuer of asset-backed securities, or a designated foreign issuer or SEC foreign issuer.

The definition of a reporting issuer is set out in applicable provincial securities legislation, but generally includes a person or company who has outstanding securities, has issued securities, or proposes to issue a security, and: (i) has filed a prospectus for which a receipt has been issued under securities legislation; (ii) some or all of its securities have been posted for trading on any recognized exchange; (iii) is an offering corporation under applicable securities legislation; or (iv) is designated as a reporting issuer by the regulator.

Under NI 58-101, most reporting issuers must disclose information about their corporate governance practices.  NI 58-101 includes disclosure requirements relating to gender diversity on boards and in executive officer positions, as well as to board renewal mechanisms.

Corporate governance policy

In force

Regulated entities, including financial institutions, credit unions, life insurance companies, loan companies, securities dealers, foreign exchange dealers, money services business, casinos, real estate brokers and developers.

The objective of the PCMLTFA is to implement specific measures to detect and deter money laundering and the financing of terrorist activities to facilitate the investigation or prosecution of money laundering and terrorist financing offences. Under PCMLTA, reporting entities have four main obligations: (i) establish a compliance program, (ii) identify and verify clients, (iii) maintain certain specified records, and (iv) report certain specified transactions.

Social policy

In force

Importers of commercial goods into Canada

The Labour Chapter of the Canada-United States-Mexico Agreement (CUSMA) prohibits the importation of goods produced in whole or in part by forced or compulsory labour, including forced or compulsory child labour. This treaty obligation was implemented in Canadian law through the  Canada–United States–Mexico Agreement Implementation Act and an amendment to the Customs Tariff prohibiting the commercial importation of goods that are mined, manufactured or produced wholly or in part by forced labour.  Specifically, tariff item 9897.00.00 bans “goods mined, manufactured or produced wholly or in part by forced labour.” Notably, Canada’s amendment of the Customs Tariff is not specific to goods of any particular origin (i.e. it is not limited to CUSMA parties), therefore it applies to goods imported from everywhere. As a result, companies that import goods that are produced even in part from forced labour, even inadvertently, may be subject to administrative monetary penalties and potentially additional legal consequences depending on the particulars of a situation. The Canada Border Services Agency (CBSA) recently updated Memorandum D9-1-6 to include information on Canada’s import prohibition on goods mined, manufactured or produced wholly or in part by forced labour as established by the Act.

Social policy

Proposed. Bill S-211 was passed  by the Senate on 28 April 2022. It must also be passed by the House of Commons and receive Royal Assent before it becomes law. No implementation date has been announced yet.

Federal government institutions and businesses produce, sell or import goods into or within Canada and meet one of the following criteria, they will be subject to the Bill’s reporting requirements: (a) businesses listed on a stock exchange in Canada; (b) businesses that have a place of business in Canada, do business in Canada or have assets in Canada, and meet at least two of three possible financial or employment thresholds for one of the two most recent financial years: (i) they have at least CA$20 million in assets, (ii) they have generated at least CA$40 million in revenue, (iii) they employ an average of at least 250 employees. The Bill’s scope also includes any entities that are controlled by a business that falls within the above definition.

The purpose of the Bill is to serve as a tool for transparency by imposing supply chain reporting requirements on federal government institutions and businesses that meet certain criteria. The Bill provides that future regulations may further specify certain businesses that must provide an annual public report. The proposed Bill requires annual reports to be submitted to the federal government. The reports must include the steps an entity has taken during a given year to prevent and reduce the risk that forced labour or child labour is used at any step of the production process, and whether the goods are produced by the entity itself (in Canada or elsewhere) or imported by the entity.

Social policy

In force

Canadian companies that are 1) sourcing directly or indirectly from Xinjiang or from entities relying on Uyghur labour, 2) established in Xinjiang, or 3) seeking to engage in the Xinjiang market.

Canadian companies subject to the requirement are required to sign an Integrity Declaration on Doing Business with Xinjiang Entities prior to receiving services and support from the Trade Commissioner Service. The declaration affirms that the company: a) is aware of the human rights situation in Xinjiang; b) abides by all relevant Canadian and International laws, respects human rights, and seeks to meet or exceed the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles for Business and Human Rights; and c) has not knowingly sourced products or services from a supplier implicated in forced labour or other human rights violations connected to the repression of Uyghurs and other ethnic minorities in Xinjiang.

Environmental policy

In force

The fuel charge applies to end users of fossil fuels, and the output-based pricing system applies to industrial facilities emitting 50,000 tonnes or more of carbon dioxide equivalent (CO2e) per year. Facilities emitting 10,000 tonnes of CO2e or more in certain sectors can also apply to participate voluntarily in the OBPS.

GGPPA provides the framework for Canada’s carbon pricing system. The federal system consists of two main parts: (i) regulatory charge on fossil fuels (fuel charge), administered by the Canada Revenue Agency (CRA), and (ii) regulatory trading system for industry, known as the Output-Based Pricing System (OBPS), administered by Environment and Climate Change Canada through the Output-Based Pricing System Regulations. The federal carbon pricing system can be applied in whole or in part in any province or territory that requested it or that does not have a pollution pricing system in place that aligns with the federal benchmark that establishes the minimum national stringency standards for carbon pricing.

Environmental policy

In force

Government of Canada

The Act formalizes the Government of Canada’s commitment to achieve net-zero greenhouse gas emissions by 2050, and establishes a legally binding process for the federal government to set five-year national emissions reduction targets as well as develop credible, science-based emissions-reduction plans to achieve each target. It also establishes Canada’s emissions reduction target of 40-45% below 2005 levels by 2030, and a requirement for the federal government to set national emissions reduction targets for 2035, 2040, and 2045.

Environmental policy

In force

Proposed projects and activities listed in the Physical Activities Regulations or located on federal lands, and any projects designated by the Minister of Environment and Climate Change. 

IAA establishes a process for how the Government of Canada assesses the impacts of designated projects (under the Physical Activities Regulations (SOR/2019-285)) and projects carried out on federal lands. In particular, an impact assessment is a process for identifying, predicting, and evaluating the environmental, health, social and economic impacts of development proposals before allowing them to proceed. This process includes opportunities for public engagement as well as Indigenous engagement, reconciliation and partnership. 

Environmental policy

In force

Companies and individuals carrying out activities in Canada that may impact human health and the environment, including the management of risks posed by toxic and other harmful substances, biotechnology products, marine pollution, disposal at sea, vehicle, engine and equipment emissions, fuels, hazardous wastes, environmental emergencies and other sources of pollution.

CEPA is the main federal environmental statute that provides the regulatory framework for pollution prevention, environmental and health protection programs. These include activities related to: (i) assessment and management of risks from chemicals, polymers and living organisms; (ii) programs related to air and water pollution, hazardous waste, air pollutant and greenhouse gas emissions; (iii) ocean disposal; and (iv) environmental emergencies.

Environmental policy

in force

Companies and individuals if a species at risk is found at any time throughout the year on a property in which they have an interest.

SARA provides a regulatory framework to prevent wildlife species in Canada from disappearing, to provide for the recovery of wildlife species that are extirpated (no longer exist in the wild in Canada), endangered, or threatened as a result of human activity, and to manage species of special concern to prevent them from becoming endangered or threatened. SARA also provides for the issuing of permits or the conclusion of agreements for certain scientific or educational activities and for the implementation of special emergency measures.

Environmental policy

In force

Companies and individuals if a migratory bird is found at any time throughout the year on a property in which they have an interest.

Canada seasonally hosts approximately 450 species of native birds, the majority of which are protected under the MBCA, Migratory Birds Regulations and the Migratory Birds Sanctuary Regulations. In general, birds not falling under federal jurisdiction within Canada include grouse, quail, pheasants, ptarmigan, hawks, owls, eagles, falcons, cormorants, pelicans, crows, jays, kingfishers, and some species of blackbirds. In addition to the MBCA, birds in Canada are protected under provincial and territorial statutes. 

Environmental policy

In force

Companies and individuals carrying out activities in Canada that may potentially impact fisheries resources and fish habitat, seacoast and inland fisheries.

The Fisheries Act is the principal federal statute that governs Canadian fisheries resources and fish habitat, seacoast and inland fisheries. The Fisheries Act also authorizes a number of industry-specific regulations. These regulations set strict limits on the quality of effluent that can be discharged and by requiring effluent testing, monitoring and reporting.

Environmental policy

In force

Companies and their directors/officers conducting activities that potentially impact fisheries resources and fish habitat, seacoast and inland fisheries. 

The Fisheries Act is the principal federal statute that governs Canadian fisheries resources and fish habitat, seacoast and inland fisheries. Directors and officers who “direct, authorize, assent to, acquiesce in or participate in” the commission of an offence under the federal Fisheries Act  can be prosecuted for the offence, even if the corporation is not prosecuted (s. 78.2). Directors and officers may be liable for the corporation’s actions, or directly liable as principals if they have been personally involved in the activity constituting the offence or violation.

Social policy

In force

Government of Canada

The purpose of the Act is to affirm the United Nations Declaration on the Rights of Indigenous Peoples (UNDRIP) as an international human rights instrument that can help interpret and apply Canadian law. It also provides a framework to advance implementation of UNDRIP at the federal level. The Act requires the Government of Canada, in consultation and cooperation with Indigenous peoples, to: (i) take all measures necessary to ensure the laws of Canada are consistent with UNDRIP; (ii) prepare and implement an action plan to achieve UNDRIP’s objectives; and (iii) table an annual report on progress to align the laws of Canada and on the action plan.

Financial disclosures

In force

Large Canadian employers affected by the COVID-19 outbreak

The LEEFF programme was introduced by the Government of Canada to provide short-term liquidity assistance to large Canadian employers who have been affected by the COVID-19 outbreak.

Under the LEEFF programme, large employers may access loans subject to meeting certain requirements including publishing an annual climate-related financial disclosure report, highlighting how corporate governance, strategies, policies and practices will help manage climate-related risks and opportunities and contribute to achieving Canada’s commitments under the Paris Agreement and goal of net zero by 2050.