The Honourable Mélanie Joly
Minister of Industry and Minister responsible for Canada Economic Development for Quebec Regions
Innovation, Science and Economic Development Canada
235 Queen Street
Ottawa, Ontario K1A 0H5

5 June 2026

Dear Minister Joly,

Subject: Consultation Paper: Modernizing Business Law Frameworks (Red Tape Review)

The International Corporate Governance Network (ICGN) welcomes the opportunity to respond to the Government of Canada’s consultation on modernising federal business law frameworks.

Led by investors responsible for assets under management of >US$100 trillion, ICGN is an authority on global standards of corporate governance and investor stewardship. Headquartered in London, our membership is based in more than 40 countries. ICGN’s Global Governance Principles and Global Stewardship Principles, written from an investor perspective, are widely used by our members in their company assessments and voting decisions, and by regulators when developing corporate governance rules.

ICGN supports the broad objective of modernising business law frameworks where this reduces unnecessary administrative burden, enables effective use of digital tools and improves the efficiency of corporate processes. However, modernisation should not come at the expense of shareholder rights, board accountability, transparency or investor confidence. This is particularly important in relation to the proposed amendments to the Canada Business Corporations Act (CBCA) to permit full and partial electronic meetings by default.

ICGN strongly supports hybrid AGMs as the preferred model. A hybrid AGM uses technology to expand access while preserving the right to attend in person. By contrast, virtual-only meetings risk removing an important accountability mechanism precisely when shareholders and companies may need it most: during a crisis, a contested vote, a major transaction, a governance failure or a period of weak private engagement.

We have also set out these concerns in more detail in a recent investor-focused blog on virtual-only annual general meetings (AGMs), which explores the issue through global case studies and practical evidence on how the AGM format can affect shareholder participation, board accountability and long-term trust in public markets.[1]

ICGN supports the use of technology to improve shareholder participation, coupled with live attendance, in annual general meetings. Remote access can help investors attend meetings they might otherwise miss, reduce logistical barriers and broaden engagement across a geographically diverse shareholder base when proper procedures are in place.

However, access is not the same as accountability. An AGM is not only an administrative event. It is one of the few formal moments each year when the board is publicly answerable to shareholders. It is also an opportunity for companies to hear directly from investors, understand shareholder perspectives and build the trust that supports long-term value creation.

ICGN therefore recommends that any amendments to the CBCA distinguish clearly between hybrid meetings and virtual-only meetings, and that the legislation should not allow virtual-only AGMs to become the routine default for public companies.

This distinction is particularly relevant in the Canadian market. Canada has already moved towards a more cautious approach to virtual-only shareholder meetings. In 2024, the Canadian Securities Administrators updated their guidance, encouraging issuers to consider holding meetings both virtually and in person, following continued stakeholder concerns regarding shareholder access and participation.[2] The Canadian Coalition for Good Governance has also published a Virtual Shareholder Meeting Policy recommending strongly against virtual-only meetings.[3] Investor-led action has reinforced this direction of travel: across 2024 and 2025, shareholders filed 18 proposals in Canada favouring hybrid over virtual-only meetings, of which eight passed and most of the remainder attracted strong support. This suggests that the proposed CBCA amendments should avoid creating a default framework that could normalise virtual-only AGMs.[4]

Hybrid AGMs should be the preferred model for public companies

ICGN recognises that digital tools can improve shareholder participation. This is particularly important for international investors, who may otherwise face practical barriers to attending AGMs in person.

However, the best way to achieve this is through hybrid meetings, not virtual-only meetings. Hybrid AGMs preserve the in-person accountability function of the meeting while enabling wider remote participation. They therefore provide a more balanced approach: they support access, efficiency and inclusion, while maintaining the ability of shareholders to attend, question and scrutinise the board directly. Investors can then decide which AGMs they should attend, based on their portfolios and issues on the ballot at the meeting.

ICGN recommends that federally incorporated public companies should be expected to hold hybrid AGMs. Virtual-only AGMs should not be treated as equivalent to hybrid meetings, and should not become the default option for public companies simply because they may appear more convenient or potentially lower cost.

Virtual-only AGMs should be limited to exceptional circumstances

ICGN is concerned that permitting full electronic meetings by default under the CBCA could unintentionally normalise virtual-only AGMs for public companies. This would be a significant change in the practical exercise of shareholder rights.

The right to attend an AGM in person has value even if shareholders do not use it every year. Its importance is greatest in moments of controversy or escalation. In these circumstances, shareholders may need to observe how the board responds to questions, assess whether concerns are being addressed properly and test whether management’s answers are adequate. They also may have proposals to submit which can be significantly enhanced in a live setting.

This is not only a technical concern. It is a governance concern. In a physical meeting, shareholders can usually see who is present, whether questions are being taken and whether the board is engaging properly. In a virtual-only meeting, much of that process becomes invisible.

Virtual-only meetings can make shareholder participation more fragile, more controlled and less interactive. Shareholders may face log-in hurdles, proof-of-ownership issues, platform instability or unclear procedures for asking questions. Questions can be filtered, grouped, time-boxed or ignored. Shareholders may not know whether their question has been skipped, how many questions have been submitted, or whether difficult questions have been deprioritised.

ICGN therefore recommends that virtual-only AGMs should be permitted only in genuinely exceptional circumstances, such as public health, safety, emergency or other circumstances that make a physical or hybrid meeting impracticable. Where a company seeks to rely on such an exception, the board should provide a clear explanation to shareholders.

Shareholders should approve any authority to hold virtual-only AGMs

Where a public company wishes to include the possibility of holding virtual-only AGMs in its articles or bylaws, shareholders should have a clear and specific vote on that authority. This should not be bundled into broader constitutional amendments.

ICGN recommends that any authority for a public company to hold virtual-only AGMs should be:

• subject to independent shareholder approval on a one-share, one-vote basis;
• approved by a supermajority of shareholders;
• time-bound and subject to periodic renewal;
• accompanied by clear disclosure of the circumstances in which the company may use the authority; and
• subject to robust safeguards to protect shareholder participation and accountability.

This approach would ensure that any move towards virtual-only AGMs reflects shareholder consent, rather than becoming a default governance practice through broad enabling legislation.

Safeguards should be embedded in legislation and guidance

ICGN welcomes the consultation’s recognition that meeting notices should provide clear instructions on how participants can access, participate in and vote at virtual and hybrid meetings. However, notice requirements alone are not sufficient.

Where electronic participation is used, shareholders should have confidence that they can exercise their rights on an equal basis. Practical guidance from Canadian institutional investors sets out comparable expectations.[5] This should include:

• the ability to ask questions in real time;
• the ability to vote in real time;
• clear procedures for verifying shareholder identity and ownership;
• equal treatment of online and in-person participants;
• transparent rules on question moderation;
• disclosure of how questions are selected, grouped or prioritised;
• publication after the meeting of questions received and answers provided;
• clear arrangements for shareholder proponents to present resolutions;
• contingency plans for technology failure;
• secure and reliable authentication, voting and record-keeping systems; and
• appropriate independent oversight or assurance over access, voting and question handling. This is particularly important in virtual-only AGMs where shareholders cannot voice their concerns in person if they choose to.

These safeguards should not be left entirely to company discretion. Without minimum standards, virtual-only meetings risk becoming a lower-accountability version of the AGM rather than a genuine modernisation of shareholder participation.

Costs

ICGN recognises that cost discipline matters. However, cost should not be the primary justification for removing the right of shareholders to attend an AGM in person. With the appropriate scale, a hybrid approach does not need to be a more expensive meeting.

A basic virtual webcast may appear to be less expensive than a physical or hybrid AGM, but only because it may not provide the safeguards shareholders need. A properly organised virtual-only AGM would require reliable access, secure authentication, real-time voting, transparent question handling, meaningful follow-up rights, support for shareholder proponents, clear audit trails and independent oversight or assurance. These requirements can be expensive.

The right comparison is therefore not between a physical meeting or a low-cost webcast.  The level of cost between a hybrid AGM and a virtual-only AGM with equivalent shareholder protections should not be the deciding factor. On that basis, it is far from clear that virtual-only meetings are necessarily less expensive and may disenfranchise shareholders.

Nor should a well-run AGM be viewed purely as a cost. It is the responsibility of the company to provide access to shareholders so that the formal business may be conducted. Meaningful shareholder participation can support better identification of risks and opportunities, strengthen investor confidence and contribute to a more stable long-term shareholder base. Investors are not asking for unnecessary expense or elaborate meeting arrangements. They are asking companies to preserve a basic accountability mechanism at least once a year.

Retail shareholder participation

The AGM is particularly important for retail shareholders. Institutional investors often have other channels for engaging with companies, including private meetings, stewardship letters, investor calls and voting escalation. Retail shareholders usually have far fewer opportunities to engage directly with the board and senior management.

This matters at a time when policymakers in many markets are seeking to encourage wider retail participation in capital markets. If retail investors are encouraged to invest in public companies but lose meaningful access to the companies they own, confidence in public markets may be weakened.

Hybrid meetings can help address this issue by allowing shareholders to participate remotely while preserving the right to attend in person. Virtual-only meetings risk offering the appearance of access while weakening the practical ability of retail shareholders to scrutinise the board.

Other proposals

ICGN is broadly supportive of the consultation’s wider objective of reducing unnecessary administrative burden, provided that reforms preserve transparency, accountability and the rights of relevant stakeholders.

• ICGN does not object to renaming the Annual Return as the Annual Update Statement, where this reduces confusion and supports compliance.
• ICGN is also supportive of reforms that modernise notice, filing and administrative processes, including the use of electronic communication, provided that affected shareholders, members, creditors and other stakeholders continue to receive effective notice in time to review the information, vote in an informed way, and have meaningful opportunities to participate.
• In relation to the proposed insolvency reforms, ICGN supports efficiency improvements where these reduce unnecessary cost and delay. However, further streamlining of insolvency processes whether through accelerated timelines, greater flexibility for companies or expanded court discretion, can have unintended consequences for creditor protections if it is not accompanied by appropriate safeguards. This is particularly relevant for unsecured creditors, such as bondholders, who rely on transparent processes, adequate time to participate and orderly resolution frameworks to protect recovery outcomes. Reforms that prioritise efficiency without these safeguards risk reducing transparency, limiting creditor engagement and, ultimately, lowering recovery values. ICGN therefore recommends that any streamlining of insolvency processes preserve creditor rights, creditor participation, access to information and the ability of creditors to object where appropriate.

Thank you again for the opportunity to share our perspective. If you would like to follow up with questions or comments, please contact our Senior Policy Executive, Ayan Tewari (policy@icgn.org).

Yours faithfully,

Jen Sisson      
Chief Executive Officer, ICGN 

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[1] ICGN, Can You Hear Me Now? The importance of maintaining an in-person option for AGMs, June 2026

[2] Canadian Securities Administration, Canadian securities regulators provide updated guidance on virtual shareholder meetings, February 2024.

[3] Canadian Coalition for Good Governance, Virtual Shareholder Meeting Policy, February 2024.

[4] Laurel Hill Advisory, Trends in Corporate Governance 2025, p.25-26, October 2025

[5] British Columbia Investment Management Corporation (BCI), Best Practices for Hybrid AGMs: Guidance to foster effective corporate governance that supports long-term value creation, November 2025.