The Proxy Circulars at the big six Canadian banks – Bank of Nova Scotia (BNS), The Toronto Dominion Bank (TD), Royal Bank of Canada (RY), Canadian Imperial Bank of Commerce (CM), Bank of Montreal (BMO) and National Bank of Canada (NA) – are out. If you’re an investor in one of them, you should consider attending the banks’ annual general meetings, and voting.
Apart from issues such as the election of the boards of directors, appointing auditors, and voting on executive compensation, shareholders can also vote on various shareholder proposals at the banks. This year, issues on the ballots include climate change, housing, environmental audits, racial audits, and a proposal asking that banks commit to funding fossil fuels. The banks ask investors to vote ‘Against’ all the shareholder proposals. Here’s a look at what’s on offer.
As a shareholder in the banks, you are a business owner and participant in the market and have a right and a responsibility to have your say. Evaluate the shareholder proposals and the concerns they raise about the sustainability of the banks’ operations, and then vote in accordance with your beliefs and desires.
Several Proposals Filed with Multiple Banks
There are some proposals filed across multiple banks. For instance, by Mouvement d’éducation et de défense des actionnaires (MÉDAC) has filed a proposal at all six banks, asking that the banks adopt an annual advisory voting policy regarding its environmental and climate objectives and action plan.
“The five major banks provided in excess of $131 billion to oil companies in 2021, an increase compared to 2020. One may question the extent to which they intend to fulfil their commitment to join the Net Zero Banking Alliance (NZBA), and to play a leading role in financing the climate transition to achieve net zero emissions by 2050. We therefore reiterate our proposal to implement a non-binding advisory vote so that shareholders can express their satisfaction or dissatisfaction with the Bank’s environmental policy,” MÉDAC said. MÉDAC had filed this same proposal at all six banks in 2022 and received between 15% to 25% support.
Another such proposal is filed by Gina Pappano of InvestNow and has made it on to the ballot at BMO, TD and CIBC. It asks that the banks make their commitment to continue to invest in and finance the Canadian oil and gas sector. It further asks that the banks conduct a review of its policies to ensure that there are none that have the effect of encouraging divestment from the sector.
Vancity Investment Management has filed a proposal at three banks, asking that the boards undertake a review of executive compensation levels in relation to the entire workforce and publicly disclose the CEO compensation to median worker pay ratio on an annual basis.
Proposals at Bank of Montreal (BMO)
Bank of Montreal (BMO) has three shareholder proposals on its ballot.
- Proposal Number 1 is MÉDAC’s climate objectives proposal. BMO says that it is unnecessary given BMO’s existing environmental policies, climate strategy and commitments, the bank’s in-depth climate-related disclosure, the comprehensive governance structure it has put in place to monitor and manage both environmental and climate-related issues, and the active role of the board and management in environmental and climate oversight at the Bank.
- Proposal Number 2 is InvestNow’s ask that BMO continue to invest in fossil fuels. BMO says it is unnecessary in light of its commitment to be its clients’ lead partner in the context of its Climate Ambition, which supports the net zero strategy of the Canadian oil and gas sector, and the role of the board and management in setting the strategy of the bank.
- The third proposal, Proposal Number 3, was filed by the Shareholder Association for Research & Education (SHARE) and BCGEU, and asks that BMO conduct and publish a third-party racial equity audit analyzing BMO’s adverse impacts on non-white stakeholders and communities of colour. The bank says it has already publicly stated its commitment to equity, equality and inclusion through its ‘Zero Barriers to Inclusion’ strategy and will continue to track its progress against these goals.
Bank of Nova Scotia – Scotiabank (BNS)
Scotiabank (BNS) has two shareholder proposals on its ballot.
- Proposal Number 1 is MÉDAC’s climate objectives proposal. Scotiabank says that it has already established a fulsome climate action plan including robust disclosure and a say on climate vote is not an appropriate mechanism to demonstrate the bank’s commitment to these important strategic matters.
- Proposal Number 2 was filed by SHARE and asks that the bank issue a report that articulates its expectations for net-zero transition plans of high-GHG-emitting clients and how the Company assesses the sufficiency of those transition plans year over year in relation to the bank’s 2030 emissions reduction and net zero goals. Scotiabank says it has reflected the importance that we place on our net-zero commitments and related transition planning through our actions to date. furthermore, the additional requested disclosure is overly onerous, prescriptive and not aligned with industry practice.
Canadian Imperial Bank of Commerce – CIBC (CM)
CIBC (CM) has three shareholder proposals on the ballot.
- Vancity Investment Management’s executive compensation proposal is the Proposal Number 1. CIBC continues to feel that without a standardized approach to determining this ratio, it is not a valuable statistic to disclose publicly as it would not be an accurate or reliable point of comparison given that the ratio across peers would vary greatly based on varied mix of businesses and differences in the composition of the workforce.
- Proposal Number 2 is MÉDAC’s climate objectives proposal. CIBC says an annual advisory vote with respect to our climate and environmental activities, although non-binding in nature, would be inconsistent with the Board’s role and responsibility to approve and oversee the implementation of the bank’s overall corporate strategy.
- Proposal Number 3 is InvestNow’s ask that CIBC continue to invest in fossil fuels. CIBC says it understands the urgency with which climate solutions are needed, the integral role that the financial sector plays in the low carbon transition, and the importance of preparing for and managing climate-related risks in our own business.
National Bank of Canada – National Bank (NA)
National Bank (NA) has one shareholder proposal on its ballot, MÉDAC’s climate objectives proposal. National Bank’s Board is of the opinion that a dialogue mechanism is more effective than an advisory vote on an environmental policy and that our approach fully addresses the need raised by MÉDAC in its proposal.
Royal Bank of Canada – RBC (RY)
Royal Bank of Canada (RY) has eight shareholder proposals on its ballot. BCGEU filed the first three proposals.
- Proposal Number 1 asks that when RBC plays an M&A advisory or direct lending role on brown-spinning transactions that it will take reasonable steps to have parties to such transactions make disclosures consistent with the Task Force on Climate-Related Financial Disclosures (TCFD). RBC says it does not believe that the financial industry is positioned to regulate board governance matters or bridge the disclosure gap between public and private entities beyond any required disclosure related to a transaction.
- Proposal Number 2 asks that RBC revise its Human Rights Position Statement to reflect that in taking action to mitigate adverse human rights impacts directly linked to its business relationships with clients (as outlined in the UNGPs), RBC will inform itself as to whether and how clients have operationalized FPIC of Indigenous peoples affected by such business relationships. RBC says its review of its Human Rights Statement is underway, and this review will include consulting with a range of internal and external stakeholders, including obtaining diverse Indigenous input and knowledge on FPIC, to better understand its meaning from multiple Indigenous perspectives.
- The final BCGEU proposal (filed with SHARE), Proposal Number 3, asks that RBC oversee and publish a third-party racial equity audit analyzing RBC’s adverse impacts on non-white stakeholders and communities of colour. Recommending an ‘Against’ vote, RBC says that in the absence of well-defined standards to audit against, disparities and inconsistencies in such a third-party audit could further exacerbate potential gaps and/or unintentionally create new ones.
- The Comptroller of the City of New York filed Proposal Number 4 and asks that RBC issue a report within a year that discloses 2030 absolute greenhouse gas emissions reduction targets covering its lending and underwriting activities for two high emitting sectors: Oil and Gas and Power Generation. RBC says it will review and revise its initial 2030 interim emissions reduction targets as appropriate (and at minimum every five years until 2050).
- Proposal Number 5 was filed by Ramin Eshraghi-Yazdi, represented by Stand.earth, and asks that RBC adopt a policy for a time-bound phase-out of the RBC’s lending and underwriting to projects and companies engaging in new fossil fuel exploration, development and transportation. RBC says, “Society still needs all forms of energy, including fossil fuels, to power the economy and people’s lives.”
- Vancity Investment Management’s executive compensation proposal is the Proposal Number 6. RBC feels that in the absence of a prescribed disclosure requirement in Canada, voluntary disclosure of vertical pay ratios by individual companies would not provide consistent, comparable, or reliable information for investors.
- Proposal Number 7 is MÉDAC’s climate objectives proposal. RBC says an advisory vote on the bank’s approach to climate, even if non-binding in nature, would result in the creation of a new governance structure for approving an important element of the bank’s strategy, inconsistent with the board’s responsibility and accountability.
- The final proposal, Proposal Number 8, also filed by MÉDAC, asks that the bank produce a report on the loans it granted over the previous years in support of a circular economy. RBC says it believes that its existing measures and initiatives highlighted above address the spirit and intentions encapsulated by these national and international initiatives.
The Toronto Dominion Bank – TD (TD)
TD (TD) has six shareholder proposals on its ballot. BCGEU filed the first two.
- Proposal Number 1 asks that TD disclose how it assesses and mitigates human rights risk in connection with its business relationships with clients which own multi-family residential rental properties in Canada. TD says this disclosure would require public disclosure of proprietary information with negative competitive implications for the bank and is unduly prescriptive in purporting to dictate how the business of the bank should be conducted.
- Proposal Number 2 is the same as the TCFD proposal filed at RBC. TD says the proposal is unduly prescriptive in purporting to dictate how the business of the bank should be conducted and the bank believes that its existing risk management policies and assessment procedures, together with its Climate Action Plan, substantially achieve the thrust of the proposal.
- Proposal Number 3 is MÉDAC’s climate objectives proposal. TD says following last year’s meeting the bank reached out to a number of shareholders that had voted in favour of the proposal to understand their perspectives. Having considered the feedback from shareholders, the board continues to be of the view that shareholders should vote against this proposal.
- Proposal Number 4 is InvestNow’s ask that TD continue to invest in fossil fuels. TD says the proposal is based on an incorrect premise, namely that the steps taken by the bank to respond to climate change and support its clients through the transition to a low carbon economy are inconsistent with continuing support for the oil and gas industry and have the effect of encouraging divestment from the sector.
- Vancity Investment Management’s executive compensation proposal is the Proposal Number 5. TD says Undertaking the review suggested by the proposal would be of little or no material benefit to the board or to the Human Resources Committee (HRC) in compensation decision-making, nor would it improve the bank’s existing compensation disclosure.
- Proposal Number 6 is also filed by Vancity and asks that TD disclose a transition plan that describes how it intends to align its financing activities with its 2030 sectoral emissions reduction targets. TD says the proposal is based on several incorrect premises, calls for certainty which is not achievable in light of macro uncertainties and the time frame for the bank’s climate goals, and requests that the bank act in a manner which is inconsistent with its purpose. It also says the proposal is overly prescriptive in that it purports to dictate how the bank should conduct its business.
