Registration and Breakfast
Opening remarks from chairperson
Bindu Dhaliwal
Vice President Environmental, Social & Governance, CIBC
Understanding the role of in-house / external counsel in corporate ESG strategy
Growing regulatory requirements, enhanced social pressures from an expanding list of stakeholders and the recognition of the opportunities and competitive advantage that initiatives can deliver, has rapidly made ESG a main priority for business. With public commitments to ESG priorities now resulting in real obligations, this session explores the critical role that counsel must play in ensuring the effectiveness of ESG initiatives whilst mitigating the associated risks.
- Determining the optimal role of in-house counsel in the formation of an ESG strategy
- Growing ESG responsibilities falling on counsel and the use of external counsel
- Key considerations and structures of cross-functional ESG teams
- Where in-house and external counsel can add the greatest value in ESG strategy and execution
- Aligning organizational leadership and all departments around a shared definition of ESG
Andrew McLaughlin
Vice President – Legal Affairs & General Counsel, Major Drilling
Panel discussion: ESG in the boardroom: Governance & legal aspects that counsel should advise on
Increased recognition of the impact ESG factors have on business reputation, resilience, and finance, along with the rise in ESG-related shareholder activism, has made ESG a top-priority on boardroom agendas. Corporate boards need to understand, adapt, and embed an ESG strategy within their organization at all levels to ensure meaningful progress on these issues. This session will explore ESG responsibilities of the board and the role of counsel in advising them.
- Ensuring the board understands ESG risks and requirements and is fulfilling its duties to other stakeholders: investors, employees, clients/customers
- ESG challenges for corporate boards: evolving board oversight and governance practices
- Responding to increased ESG-related shareholder proposals/activism: navigating the transition from Shareholder Capitalism to Stakeholder Capitalism
- Reviewing strategies for evaluating executive compensation and linking it to ESG performance
- Mitigating the growing risks of proxy disputes from inaction on ESG matters
Moderator:
Jason Kroft
Partner, Miller Thomson LLP
Panelists:
Robert R. Rooney, QC
Executive Vice President & CLO, Enbridge Inc.
Stephen Erlichman
Partner, ESG Advisor, Fasken LLP
Radha Curpen
Vice Chair and Vancouver Managing Partner & National Leader, ESG Strategy and Solutions, Bennett Jones LLP
Networking & coffee break
Addressing key ESG litigation risks
Companies are facing increased ESG-related litigation risks: allegations of false ESG claims, misrepresentations in ESG disclosures, challenges to a company’s ESG-related conduct or perceived lapses in ESG action. Even if successful in defending against these claims, ESG litigation can be costly and lead to reputational harm. This session will examine best practices for managing risk of litigation and regulatory sanctions through effective use of counsel.
- Managing legal issues surrounding ESG initiatives, performance, and representations to minimize & mitigate liability exposure
- “Greenwashing”: clarifying the legal obligations and risks amidst rising ‘green’ claims
- Disclosure-related litigation: supporting commitments and targets with company actions
- Fiduciary duty litigation related to ESG actions: fiduciary duties of directors related to ESG-related measures and decision making
- Regulatory enforcement actions: avoiding inadequate or misleading disclosures relating to companies’ ESG-related plans
Conor Chell
Head of ESG Practice Group, MLT Aikins LLP
Panel: Understanding ESG disclosure obligations and risks
With mandatory ESG disclosure coming to Canada and international standard-setting organizations calling for enhanced disclosure, the ESG reporting landscape is becoming increasingly complex. This session will examine regulatory developments and emerging ESG reporting frameworks, and assess their impact on voluntary reporting, and the implications for counsel.
- Challenges with respect to disclosure of ESG issues: dealing with lack of standardization
- CSA’s proposed instrument on climate-related disclosure, National Instrument 51-107, and its impact on reporting practices
- IFRS’s International Sustainability Standards Board: proposed draft standards and expected set of ESG disclosure standards by the end of 2022
- SEC response to climate and ESG risks and opportunities
- Impact of ESG disclosure requirement on private companies
- Voluntary disclosure best practices and key considerations
Moderator:
Lisa DeMarco
Senior Partner and CEO, Resilient LLP
Panelists:
Jo-Anne Matear
Special Advisor to the Executive on Sustainable Finance and Emerging Regulatory Issues, Ontario Securities Commission
Winston Gee
ESG Counsel, TD Bank Group
Wendy Berman
Partner, McCarthy Tétrault, former Vice-Chair, Ontario Securities Commission
Sheila Ritson-Bennett
Head of Environment & Sustainability, Corus Entertainment
Lunch & networking break
Panel: ESG focused climate related issues: best practices for setting and communicating targets for reducing carbon footprint
Facing heightened pressure from stakeholders and regulatory initiatives, a growing number of companies are establishing and disclosing plans to reduce their carbon footprint and navigate towards net zero emission targets. This session will examine practical considerations and risks in the planning process and counsel’s role in setting and disclosing climate-change related targets and plans.
- Establishing corporate strategy for reducing & offsetting carbon footprints: the role of carbon credits & renewable energy certificates
- Developments in climate related disclosure issues: voluntary disclosure and how it intersects with securities disclosure
- Advising organizations on navigating to reduced carbon footprint targets: key risks in setting and disclosing targets
- Scope 1, 2 & 3 emissions disclosure: difficulties in obtaining reliable emission data
- Importance of shareholder engagement to achieving net zero
- Disclosing material climate-related information in the context of a “green” financing
Moderator:
Janya Kelly
Team Lead - Senior Climate Change Specialist, Ph.D., WSP Golder
Panelists:
Alex Kotsopoulos
Partner, RSM Canada LLP
Janet Bobechko
ESG, Climate Change, Sustainability, Certified Specialist Environmental Law, Partner, WeirFoulds LLP
Yonni Fushman
Chief Legal Officer and Chief Sustainability Officer, Aecon Group Inc.
Trends and issues in sustainable financing
There has been tremendous growth in the number of sustainable finance products, covering a broad range of financial instruments, spurred on by significant flows of capital towards ESG investments. These instruments can be used for financing ‘green’ and ‘social’ projects, requiring sustainability-linked targets to be met. However, its use brings on a variety of obligations and risks. This session will review the risks and requirements of raising capital through sustainable financing.
- Use of Green bond, sustainable bonds, sustainability linked loans and associated risks and obligations: consequences of breach of the ESG undertakings and reporting obligations
- Establishing an effective due diligence process ensuring all proceeds from green financing tools go towards green projects: how the use of proceeds of the financing is tracked
- Establishing the ‘green’ purpose and how to maintain it
- Meeting transparency, disclosure and commitment requirements
- Scoring agencies and their influence on disclosure
- Managing growing greenwashing scrutiny over use of sustainable financing: ensuring credibility of ESG policies and strategies
Kevin Dickinson
Director, Financing and Financial Risk Management in Treasury, Hydro One
Mayur Mukati
Associate Director, Sustainable Finance, Sustainalytics
Ijeoma Madueke, CFA
Executive Director, Sustainable Finance, CIBC Capital Markets
Networking & coffee break
Panel: Counsel’s role in driving ethical & sustainable supply chains: integrating ESG goals into supply chain operations
For many businesses, the greatest exposure to falling out of ESG compliance occurs in their supply chain, as they can expose a company to hidden and uncontrollable risk that negatively affects ESG. This is leading companies to increasingly evaluate their supply chains, service providers and suppliers, and foreign investments using ESG standards. This session will look at counsel’s role in the greening of supply chains and maintenance of ESG compliance.
- Emerging supply chain legislation: a growing global trend for more transparency and due diligence: Canada: Bill S-211 Fighting Against Forced Labour and Child Labour in Supply Chains Act; US - already enforceable: California Transparency in Supply Chains Act; Uyghur Forced Labor Prevention Act (in June 2022); EU: Europe Commission's proposal for a New Directive on “Corporate Sustainability
- EU Directive on Corporate Sustainability Due Diligence and amending Directive (EU) 2019/1937 to address adverse human rights and environmental impacts in supply chains
- Creating a set of metrics and analytics to assess suppliers’ ESG practices
- Scrutinizing the labour, environmental, and human rights policies of business partners
- Additional expectations on public companies: National instrument 51-105
- Drafting contracts with third parties that explicitly outline the company’s ESG goals
Moderator:
Stephen A. Pike
Business Law and ESG Partner, Gowling WLG
Panelists:
Paul Lalonde
Partner, Dentons LLP
Stephanie Normandin
Senior Legal Counsel, ALDO Group
Pierre L Taillefer
Partner, BDO Canada LLP Risk Advisory Services
The rise of the “S” and implications for counsel
The ‘S’ component of ESG has traditionally received less attention than its ‘E’ & ‘G’ counterparts, largely due to the challenges around the definition, scope, and measurement of the “softer” considerations. This has resulted in disjointed, output driven, and incomparable reporting of social impact. However, with stakeholders increasingly expecting organizations to consider the impact of social matters, this is beginning to change. This session will look at the challenges of integrating social matters into policymaking and disclosure rules.
- How are companies addressing ‘S’: legal implications of the growing spotlight on human rights; health and safety; employee engagement and satisfaction; Indigenous peoples and communities; diversity, equity, and inclusion; and ethics and security
- Creating better ‘S’ data and addressing market demand: the role and requirements of racial equity audits
- Latest developments in consultation with Indigenous communities and recognition of Indigenous rights: evolving Joint Venture models
- Complying with the complex framework of Aboriginal Law (Canada and provinces) and Indigenous Law (First Nations)
Moderator:
Rustam Juma
General Counsel, Corporate Secretary, and Privacy Officer, Eckler Ltd.
Panelists:
Sunita Mahant
Head of Social Impact and Inclusion, Sustainable Investments, Ivanhoé Cambridge
Jennifer Addison
Senior Vice-President, Sustainability, General Counsel and Corporate Secretary, EPCOR