"Since the adoption in 2019 of specific amendments to the Canada Securities
Act [sic] (the “CBCA”), the board of directors may take into account, among
other factors, the interests of the shareholders, the employees, the creditors,
the consumers and the governments, as well as the environment, in their
decision-making process. More recently, a public bill was introduced in
the Senate, which could eventually be named the 21st Century Business
Act (“Bill S-285”[1]), proposing substantive changes to the Canada Business
Corporations Act (the “CBCA”). The proposed legislation defines the
“purpose” of business corporations, while linking the fiduciary duties of
directors and officers to this new concept. According to a potential new
section of the CBCA, a “corporation’s purpose” would mean the following:
“to pursue its best interests while also operating in a manner that:
a) benefits the wider society and the environment in a manner
proportionate to its size and the nature of its operations; and
b) minimizes any harm that the corporation causes to the wider society
and the environment, with the objective of eliminating such harm.”
The legislator’s preoccupation with environmental issues reflects the
concerns of both the shareholders and the society as a whole about
environmental issues and the impact that organizations can have on them.
We therefore ask the Board of Directors to reconsider its position with regard
to our proposal.
As this proposal has received the support of 11.90% of the votes of holders of
“Subordinate Voting Shares” in the past, we are submitting it again."