February 27, 2025

VICTORIA, British Columbia – Today, British Columbia Investment Management Corporation (BCI) released the 12th edition of our Proxy Voting Guidelines. Published every two years, the guidelines affirm BCI’s commitment to using our influence and voting rights to uphold our expectations for robust corporate governance, protection of shareholder rights, and effective oversight of environmental, social, and governance ESG risks and opportunities.

“Our commitment to stewardship is evident across our organization through our deeply embedded practices,” said Daniel Garant, Executive Vice President & Global Head, Public Markets. “Proxy voting is a vital tool for driving corporate accountability and ESG performance in public markets. BCI’s latest guidelines build on two decades of industry leadership, raising the bar for companies across our global portfolio.”

GOOD GOVERNANCE
BCI considers the adoption of strong corporate governance practices to be a minimum expectation for all our portfolio companies, and it remains the primary driver of our guidelines. Through proxy voting, we advocate for board independence, board diversity, transparency, and responsiveness to shareholders. We expect boards of directors to foster continuous learning, maintain clear separation between board and management roles, and design reasonable compensation plans aligned with long-term performance. Beyond this, we expect companies to disclose and ensure effective oversight of material ESG risks.

ACCOUNTABILITY
Accountability serves as the cornerstone of BCI’s proxy voting approach and is inextricably linked to our governance principles. We have introduced new guidelines to further support holding boards of directors and management to the highest standards. This includes voting against proposals seeking officer exculpation, which limits or eliminates the personal liability of executives who have breached their duty of care, as well as proposals for virtual-only shareholder meetings as this format can limit meaningful investor participation. We have also added voting escalation to oppose the audit committee chair or other members in cases where non-audit fees are 50 per cent or greater than audit fees, or if tenure is 20 years or more and non-audit fees exceed 25 per cent.

CLIMATE ACTION
Climate change represents an ongoing systemic risk in our investment portfolio. Our latest guidelines emphasize the alignment between our climate-related voting and our commitment to ensuring that, by 2030, at least 80 per cent of our most carbon-intensive investments have set mature net-zero commitments or are actively engaged by BCI.

“Proxy voting and engagement go hand-in-hand, reinforcing one another and giving us multiple levers within our broader stewardship program,” says Jennifer Coulson, Senior Managing Director & Global Head, ESG. “Climate change is a complex, multifaceted challenge and creating close alignment between our voting activity, direct and collaborative outreach, and work with policymakers is not only efficient – it clearly signals our priorities and conviction.”

BCI’s climate-related guidelines affirm our expectations for effective risk oversight by board directors and enhanced disclosure, highlight our use of third-party assessments in evaluating transition plans, and introduce consideration of physical climate risks.

EXECUTIVE COMPENSATION
BCI believes it is crucial to align financial incentives with long-term performance and sustainability. This year’s guidelines establish our broad support for including performance related to ESG objectives in executive compensation plans, where the associated risks are material. This will be considered alongside other factors for “Say on Pay” ballots.

Proxy voting is a key component of BCI’s overall approach to stewardship – the use of investor rights and influence to protect and enhance long-term value for our clients and beneficiaries. For more information, see our Proxy Voting Guidelines as well as a searchable database of our proxy voting records at BCI.ca/proxy-voting. 

CONTACT
Olga Petrycki, Director, Corporate & Brand Communications
media@bci.ca