2025企业治理趋势报告

Letter from the President If we had to describe the 2025 proxy season in one word, “uncertainty” would be right atthe top of the list. From political transitions (on both sides of the border) to global tariffs,to anti-DEI developments, to market volatility, the desire for clarity was a constant fromboth issuers and investors alike. Laurel Hill worked closely with our clients to help them scrutiny of director elections, ongoingconcerns with long-tenured auditors,improved levels of support for say-on-payand equity compensation plans, greaterfocus on racial diversity, increased numbers AGM and year-round governance partnerto leading companies. We act on morefriendly and contested M&A transactionsthan any other provider. And we are ahighly sought-after strategic advisor in We take great pride in the depth, diversity,and stability of the Laurel Hill team. As wecontinue to grow our team and maintainour leading position in Canada, we remainfocused on our core values of integrity, clientfocus and collaboration, and on providing Last year, we noted the trend of risingdirector compensation. Directorcompensation has, in fact, increased26% over the past six years and 6%from 2024. In the larger context ofexecutive compensation, director pay On behalf of Laurel Hill, I appreciate the trustour clients and supporters across corporateCanada put in us for each campaign and hen we initially developed W ESG-focused investing appears to havereached a maturation point in recent years.At the same time, US anti-DEI executiveorders saw major proxy advisory firms andasset managers retreat from well-defineddiversity requirements, though confinedmainly to US companies. Some Canadianissuers did, in fact, pull back from DEIcommitments and/or disclosures. Morebroadly, however, issuers must continue We welcome your feedback on our reportand look forward to working with you asyou prepare for 2026. ago, the intent was to share our experiencesand insights with our clients to assist themin preparing for the upcoming proxyseason. This resource started as a six-pagesummary report but has evolved into twoannual documents, theTrends in CorporateGovernance Reportand theTrends inShareholder Activism Report. Both reportsoffer approximately 40 pages of in-depth Sincerely, David SalmonPresident This 11thannualTrends in CorporateGovernance Reportcovers previous anddeveloping trends and areas of issuer and Laurel Hill continues to be the firm of choicefor Canadian issuers. We are a trusted Table ofContents Canada's #1Provider OverallGovernance Trends at a GlanceThe Voting Landscape Canada’s #1 Provider Overall: Laurel Hill consistently leads the field in the number of publicly disclosedshareholder communications advisory, proxy solicitation, and informationagent services mandates, including acting on many of Canada’s largest and most 250+ PROXY SOLICITOR INCANADA OVERALL2024 BY BLOOMBERG #1 YEARS OF COMBINEDINDUSTRY EXPERIENCE WITHUNMATCHED TEAM DEPTH, 46% ACTED ON 46% FRIENDLY &CONTESTED TRANSACTION AGM, GOVERNANCE &COMPENSATION PARTNER 71% ACTED ON 71% HOSTILEBIDS AND MINI-TENDEROFFERS SINCE 2016 Governance Trends at a Glance forS&P/TSX Composite Index Companies The Voting Landscape on behalf of the beneficial owners for non-routine resolutions, suchas the appointment of auditors’ resolutions. Broker non-votes areintended to assist issuers in meeting quorum requirements. The higherthe retail ownership by US custodial houses, the wider the gap tendsto be between votes cast on the auditors’ resolution and the directors’ Successful shareholder meetings are marked, among other things, bythe identification and management of risks, including how they relate The primary shareholder composition factors that should be •What percentage of votes are held by: -institutional investors-insiders-retail shareholders AVERAGE VOTE PARTICIPATION •What percentage of shares eligible to vote are expected to vote? Average vote participation across the S&P/TSX Composite Index (theComposite Index) is up about a percentage point in 2025, both fordiscretionary broker non-votes and non-discretionary voting, but has •What is the expected influence of ISS and Glass Lewis (whenreferred to together, the “proxy advisors”) on the shares expectedto vote? •Will there be any negative recommendations from the proxyadvisors? •How much opposition could there be because of institutionalinvestor custom voting policies? Historical vote participation tends to provide a strong starting pointfor voting insights and analysis. The higher the historical participation,the less sensitive the overall support for any resolution would be toa dissenting voice or a negative recommendation from one of theleading proxy advisors. For instance, with 80% vote participation,no active solicitation strategy, and a negative recommendation fromGlass Lewis, where 20% of the issued and outstanding shares followtheir research, the expected votes for the resolution would be abou