2025年企业治理趋势（英）

Laurel Hill Advisory Group2Laurel Hill Advisory Groupago, the intent was to share our experiences and insights with our clients to assist them in preparing for the upcoming proxy season. This resource started as a six-page summary report but has evolved into two annual documents, the Trends in Corporate Governance Report and the Trends in Shareholder Activism Report. Both reports offer approximately 40 pages of in-depth data, analysis and insights. But while these publications have grown in depth and scope, we continue to focus on providing boards and management teams with practical insights and takeaways. This 11th annual Trends in Corporate Governance Report covers previous and developing trends and areas of issuer and investor interest, including continued investor scrutiny of director elections, ongoing concerns with long-tenured auditors, improved levels of support for say-on-pay and equity compensation plans, greater focus on racial diversity, increased numbers of shareholder proposals but reduced average support, and pushback against virtual-only meetings. Last year, we noted the trend of rising director compensation. Director compensation has, in fact, increased 26% over the past six years and 6% from 2024. In the larger context of executive compensation, director pay has not been contentious except for a few extreme outliers. However, with director compensation on the rise and the proliferation of custom investor policies, we may see increased scrutiny going forward. ESG-focused investing appears to have reached a maturation point in recent years. At the same time, US anti-DEI executive orders saw major proxy advisory firms and asset managers retreat from well-defined diversity requirements, though confined mainly to US companies. Some Canadian issuers did, in fact, pull back from DEI commitments and/or disclosures. More broadly, however, issuers must continue to be aware of and actively manage ESG risks and opportunities. Trending topics in 2025 include racial diversity, board oversight of climate risks, cybersecurity, artificial intelligence, and human capital management. Laurel Hill continues to be the firm of choice for Canadian issuers. We are a trusted AGM and year-round governance partner to leading companies. We act on more friendly and contested M&A transactions than any other provider. And we are a highly sought-after strategic advisor in shareholder activism situations. We take great pride in the depth, diversity, and stability of the Laurel Hill team. As we continue to grow our team and maintain our leading position in Canada, we remain focused on our core values of integrity, client focus and collaboration, and on providing industry-leading advice, insights, and execution. As we say, “When you do the right things, the right things happen.” On behalf of Laurel Hill, I appreciate the trust our clients and supporters across corporate Canada put in us for each campaign and thank you for your ongoing support. We welcome your f