Corporate governance - Vigil

The relentless rise of gold has taken prices of the precious metal above the psychologically key $3,000 per ounce mark for the first time, as geopolitical and economic uncertainty sent investors rushing into the safe-haven asset. Spot gold hit a record $3,004.86 per ounce on Friday, marking its thirteenth all-time high in 2025. Prices have already climbed 14% this year, after surging 27% in 2024. “With continued central bank buying, there are multiple factors driving demand. In a backdrop of geopolitical uncertainty and ongoing tariff changes, appetite for gold remains strong,” said Standard Chartered analyst Suki Cooper. [...] “With equity markets selling off and unpredictable political risks, we are starting to see a return of Western investors to gold, which could propel it to much higher levels,” said John Ciampaglia, CEO of Sprott Asset Management. “We consider gold as an ‘insurance policy’ and source of liquidity in difficult market environments.”

Multiple employers are laying off workers as the impact of the U.S.-Canada trade war seeps into the labour force, while other companies are scaling back their hiring plans because of the upheaval. Over the past three weeks, numerous businesses from furniture manufacturers to steel producers have announced layoffs to cope with the uncertainties brought about by U.S. tariffs on Canadian exports, and subsequently, Canada’s retaliatory tariffs on some American imports. [...] The Canadian unemployment rate held steady at 6.6 per cent in February, but economists are cautioning that the unpredictability of U.S. President Donald Trump’s tariff actions could force businesses to cut costs. A recent report from TD Bank economists warned that a flare-up in “tit-for-tat” tariffs between the U.S. and Canada could push the Canadian economy into recession and cause the unemployment rate to spike by 2 per cent.

Formal policies are too often driving boardroom turnover. Too many boards wait for directors to reach retirement age or voluntarily step down before thinking seriously about boardroom needs and recruitment priorities. Boards need a flexible culture that enables and fosters the changes necessary to best serve the company and its shareholders. Directors themselves should be more introspective about their board service. Periodically retaining a third party, incorporating interviews of directors and key executives, can offer insights on how to meaningfully enhance the board’s effectiveness. Done well, peer evaluations not only enhance individual director performance and engagement but also boardroom culture.

After one of the worst single day sell-offs in Tesla’s history, President Donald Trump threw his support behind his advisor, billionaire Elon Musk, vowing to buy one of his cars on Tuesday. Tesla has been pummeled this year under competition from rival electric vehicles, particularly out of China, as well as his close association with Trump and with far right causes globally. Shares have plummeted 45% in 2025 and on Monday tumbled more than 15% to $222.15, the lowest since late October, reflecting newfound pessimism as sales crater around the globe. In an overnight post on his Truth Social platform, Trump said Musk is “putting it on the line” to help the country. Trump claimed in the post that “Radical Left Lunatics” were attempting to “illegally and collusively boycott Tesla, one of the World’s great automakers, and Elon’s ‘baby.”

The Philippines on Tuesday arrested former President Rodrigo Duterte on a warrant from the International Criminal Court for alleged crimes against humanity during his war on drugs, in which police and state-backed vigilantes waged a violent campaign against drug suspects.The arrest is set to test the former president’s controversial legacy and could chart the future course of the Philippines, a country of 115 million people that has been one of America’s closest allies in its accelerating standoff with China. [...] Human Rights Watch says more than 12,000 people were killed in anti-drug operations during Duterte’s six years in the presidency. Nightly raids targeted anyone even loosely suspected of selling drugs and bodies piled up in cities and neighborhoods across the Philippines. 

Knight Therapeutics Inc. has signed a deal to buy Paladin Pharma Inc. as the Canadian drug company looks to build out its domestic business after a strategic push into South America in recent years. Knight will pay $120-million cash to seller Endo Operations Ltd. for Paladin as well as future contingency payments of up to US$15-million if it achieves certain sales targets, the Montreal-based company said in a statement Tuesday. Paladin generated revenues of $70-million last year from continuing operations. [...] 
Knight founder and executive chairman Jonathan Goodman launched Paladin fresh out of McGill University grad school with friend Mark Beaudet, making the current transaction a highly personal one as it comes back into his hands. Ms. Sakhia also worked there as chief financial officer.

Just when canola farmer Roger Chevraux thought things were bad enough, they got worse. Since U.S. President Donald Trump’s inauguration in January, canola farmers and processors have faced the threat of 25-per-cent tariffs on $7.7-billion of exports to the United States, their largest market. Now, Canada’s second-largest export market, China, says it is introducing 100-per-cent tariffs on more than $900-million of canola oil and meal on March 20. [...] The industry is caught in the middle of political tensions far outside its control. It is hoping Ottawa will negotiate a better deal with Beijing, and the potential double trade war won’t cause lasting effects to a $43.7-billion Canadian product that provides more than 200,000 jobs. Beijing announced the tariffs Saturday as part of $3.7-billion worth of levies against Canadian agricultural and food products, including 25-per-cent duties on pork and seafood products, in a retaliatory move against Ottawa’s August decision to impose 100-per-cent tariffs on Chinese electric vehicles. That levy was aimed at keeping North America’s industry competitive.

Directors are generally satisfied with their succession strategies: 72% do not believe they need to change, and 73% do not believe their director turnover rates are problematic. Full board assessments (70% of respondents), board skills matrices (67%) and board committee assessments (63%) rate in this survey as the most utilized strategies among boards executing succession plans. Among respondents who said that their board needs to change its boardroom succession strategies, adopting tenure limits was the most cited strategy (53%). The top barriers to boardroom change cited by respondents stem largely from board culture, including a reluctance to remove underperforming directors or those whose skills are no longer relevant.

Activist investor Palliser Capital said a report that it commissioned into Rio Tinto’s corporate structure supports its view that the global miner should abandon its primary London listing and unify its corporate structure into a single Australian-domiciled company. Palliser, a U.K. hedge fund, engaged Grant Thornton Australia to examine whether the advantages of unification outweigh the disadvantages for both U.K. and Australian investors. The report’s conclusions were published ahead of a vote by Rio Tinto shareholders on Palliser’s resolution calling for an independent review into its listing status. [...] Palliser, which owns a roughly $300 million stake in Rio Tinto, argued that the dual-listed structure destroys shareholder value, prevents stock-based mergers and acquisitions, and keeps the miner trading at a steep discount to peers.

Whitecap Resources and Veren have agreed to combine their companies in a 15 billion Canadian dollar deal ($10.44 billion) that will enlarge their Alberta oil and gas footprint. The two companies said Monday that they entered into a definitive business agreement to merge, creating a larger light oil and condensate producer with concentrated assets in Alberta’s Montney and Duvernay regions. Under the terms of the agreement, Veren shareholders will receive 1.05 common shares of Whitecap for each of their own. The C$15 billion transaction value also includes debt. [...] Whitecap and Veren said that the combined company will become the largest Canadian light oil-focused producer and the seventh largest producer in the Western Canadian Sedimentary Basin, with significant natural gas growth potential.

Japan’s Seven & i Holdings said on Monday that talks have begun with Canada’s Alimentation Couche-Tard ATD-T -1.77%decrease
over a store sale plan that would set the stage for ACT’s $47 billion takeover bid. Last week, the 7-Eleven convenience store operator named Stephen Dacus as its new CEO to lead a recovery and respond to the takeover offer from Couche-Tard. Seven & i has said U.S. antitrust law would be a barrier to any deal. The companies are the top two players in the U.S. convenience store market, with about 20,000 locations between them. In a letter to shareholders on Monday, Seven & i said it proposed that the two companies could map out the viability of a divestiture process and identify potential buyers. Couche-Tard had said last week that it is engaged in exploratory talks with third parties about a potential sale of U.S. stores, which would help it gain regulatory approval.

Mark Carney, the former central bank governor who has never been elected to federal office, decisively won the Liberal leadership race and is set to become Canada’s 24th prime minister. Mr. Carney framed his victory Sunday evening as a dual mandate: unite the country to take on U.S. President Donald Trump and at the same time defeat Conservative Leader Pierre Poilievre in an election campaign. Trouncing his rivals in the contest, Mr. Carney took 85.9 per cent of the vote, followed by 8 per cent for Chrystia Freeland, 3.2 per cent for Karina Gould and 3 per cent for Frank Baylis, a result that Liberals said Sunday shows a clear desire for a clean break from outgoing leader and Prime Minister Justin Trudeau. [...] Though about 396,000 people registered with the party during the campaign, only 151,899 ultimately cast a ballot in a process marred by technical complications linked to the use of a Canada Post app for identity verification.

Elon Musk’s electric-car maker Tesla has warned that President Donald Trump’s trade war could make it a target for retaliatory tariffs against the US and increase the cost of making vehicles in America. In an unsigned letter addressed to US trade representative Jamieson Greer, Tesla said it “supports” fair trade but warned that US exporters were “exposed to disproportionate impacts when other countries respond to US trade actions”. “For example, past trade actions by the United States have resulted in immediate reactions by the targeted countries, including increased tariffs on EVs imported into those countries,” the Austin, Texas-based company wrote in the letter dated March 11. [...] One person familiar with the process of sending the letter said: “It’s a polite way to say that the bipolar tariff regime is screwing over Tesla.” The person added: “It is unsigned because nobody at the company wants to be fired for sending it.”

In 2021, the average CEO at one of the top 350 firms in the U.S. was paid $27.8 million—a rate that skyrocketed by an astonishing 1,460% since 1978. During this same period, the average worker’s pay grew by just a meager 18.1%. When employees witness disproportionate pay for C-suite executives or unfair treatment compared to other stakeholders, they often perceive a lack of fairness within the organization. This perception can be toxic for morale, leading to disloyalty and resentment. But could it lead to increased whistleblowing? [...] We found that two factors—outsized disparities in executive compensation and treatment of external stakeholders—could make employees likelier to blow the whistle on their companies. We also identified strategies to help companies to avoid this long-term damage to their people, reputations, and financial health.

The US's top diplomat has said that he sees promise in Ukraine's proposal for a partial ceasefire to end the war with Russia, ahead of talks in Saudi Arabia between US and Ukrainian officials later on Tuesday. "I'm not saying that alone is enough but it's the kind of concession you would need to see in order to end the conflict," US Secretary of State Marco Rubio said on Monday. Kyiv is expected to propose an aerial and naval truce with Russia during the negotiations in Jeddah. Russia has previously rejected the idea of a temporary ceasefire, saying it was an attempt to buy time and prevent Ukraine's military collapse.

U.S. President Donald Trump’s back-and-forth tariff threats are galvanizing an “invest in Canada” movement that’s prodding pensions to keep more of their cash at home. The country’s biggest pensions, known as the Maple Eight, oversee roughly C$2.3 trillion (US$1.6 trillion), about a quarter of which is invested in Canada, according to Bloomberg calculations. Many Canadian politicians and business people aim to make that portion grow much larger — putting further pressure on the country’s pension model. For decades, Canada’s revolutionary pension model has won worldwide acclaim for its independent governance, in-house management and sophisticated staff that can spot investments that will pay off for workers in the long run. The well-heeled executives of its top pension managers have scoured the globe looking for these lucrative private bets and setting an example for other nations. [...] The “invest in Canada” movement had been gaining momentum before the tariffs, with a National Post op-ed contending last month that Canada should marshal its pension resources to fund the military. [...] Key members of the Canadian government — which historically hasn’t interfered with pensions — said they want them to allot more of their capital to boost Canada as it struggles with sluggish growth, low productivity and a dearth of affordable housing. In December, the country’s finance department said it would remove a rule limiting pension funds’ investments in Canadian entities to no more than 30%.

Nissan replaced its chief executive weeks after it scrapped a plan to merge with rival Honda, promoting its chief planning officer in its latest bid for a turnaround. Ivan Espinosa, 46, who has worked at Nissan since joining the carmaker’s Mexico unit in 2003, will replace Chief Executive Makoto Uchida on April 1, the company said Tuesday. In February, Nissan and Honda canceled their planned merger less than two months after announcing it. Merger talks broke down after Honda—whose market value is nearly five times that of Nissan’s—sought to make Nissan a subsidiary. Uchida, 58, became CEO in 2019 and remade its alliance with France’s Renault in 2023 to reduce Renault’s stake and restore Nissan’s autonomy. In spurning the Honda deal, Uchida said he couldn’t accept being a unit of Honda because he didn’t know whether Nissan would lose its autonomy again. 

The United States could remove its tariffs on Canadian oil and gas, the U.S. Energy Secretary said on Monday, opening the door to the possibility of returning to free energy trade between the two countries. Chris Wright told reporters at a global energy conference in Houston that there are active discussions within President Donald Trump’s administration and with trading partners about the tariff issue, which has fractured relations between the U.S. and Canada. [...] Canada is by far the largest foreign energy supplier to the U.S., shipping more than 4.3 million barrels a day of oil. Numerous refineries, especially in the Midwestern states, are tooled to process the thick crude grades from Alberta’s oil sands. Analysts have warned U.S. motorists will face higher pump prices as a result of anti-trade measures.

Canadian convenience store giant Alimentation Couche-Tard Inc. is stepping up efforts to take over the Japanese-owned 7-Eleven brand, with top executives flying to Tokyo this week to make their case in person, after a white-knight bid by the Japanese chain’s founding family fell through late last month. Couche-Tard founder and executive chairman, Alain Bouchard, as well as the company’s president, Alex Miller, and chief financial officer, Filipe Da Silva, are all in Japan this week, and due to hold a press conference on Thursday. No announcement is expected at that presser, with the Canadian executives instead expected to make their case to the Japanese media, which has so far largely reflected Seven & i Holdings Co.’s skepticism and hostility to the proposed takeover. [...] Seven & i has been scrambling for alternatives since a bid by Junro Ito, son of founder Masatoshi Ito, fell through. Mr. Ito had reportedly been hoping to make a 9-trillion yen (roughly US$60-billion) offer to take the chain private, far more than Couche-Tard’s own US$47-billion bid.

OTTAWA — The Bank of Canada’s interest rate announcement arrives on Wednesday in a cloud of uncertainty thanks to a shifting trade war with the United States. Most economists expect the central bank will deliver another quarter-point rate cut while it waits to see how long the dispute with Canada’s largest trading partner lasts. The Bank of Canada faces a difficult task: setting monetary policy at a time when inflation has shown signs of stubbornness and the economy picks up steam, while risks of a sharp downturn tied to U.S. tariffs loom on the horizon. [...] There will be harsh consequences for the Canadian economy in the event of a prolonged trade war with the U.S. Inflation is likely to rise in the near-term from the trade disruptions, Bartlett said, and job losses in hard-hit sectors could quickly pile up if those industries don’t receive tariff reprieves. Desjardins expects Canada would fall into a recession by mid-year if steep tariffs remain in place.

“As most public companies know, shareholder outreach is often an important part of the playbook when a company is seeking approval of compensation-related proposals at an annual meeting. A company may engage with shareholders proactively ahead of a compensation-related proposal or in response to a negative recommendation from proxy advisory firms. In addition to engagement relating to current-year proposals, where a company in a prior year received less than a specified favorable vote on its “say-on-pay” proposal – more than 70% for Institutional Shareholder Services (ISS) or 80% for Glass Lewis – proxy advisors expect the company and its independent directors to engage with shareholders following the annual meeting regarding its executive compensation practices... [...] Recent new guidance from the SEC on an essentially unrelated topic has made it more likely that certain large investors (generally, the types of institutional shareholders typically targeted for such outreach) may decline to engage if approached by a company this year. The SEC guidance relates to investors that beneficially own greater than 5% of a voting class of equity securities in a company.

A volatile year in Canadian banking resulted in several chief executive officers seeing significant increases in pay in 2024, but two top leaders getting major pay cuts. The CEOs of Canada’s six biggest banks – Royal Bank of Canada, Toronto-Dominion Bank, Bank of Montreal, Bank of Nova Scotia, Canadian Imperial Bank of Commerce and National Bank of Canada – earned a combined $74.5-million, up from just under $72-million in total compensation in 2023, according to their annual proxy circulars. The small increase – about 3.6 per cent in the aggregate – masked a wide range of pay increases and reductions. Royal Bank of Canada CEO Dave McKay, National Bank of Canada CEO Laurent Ferreira and Canadian Imperial Bank of Commerce CEO Victor Dodig received the biggest raises, ranging from 20 per cent to more than 60 per cent. Scotiabank’s Scott Thomson saw a nearly 10-per-cent increase in total compensation in his first full year on the job.

Canada’s oldest retailer is working on a restructuring plan that could keep roughly 40 of its 80 Hudson’s Bay stores open, if the company can secure financial assistance from its landlords. Hudson’s Bay is likely to ask mall owners and other landlords for concessions that could include waiving the rent on stores for a period of time and financial contributions from those landlords to keep locations open, according to two sources familiar with the matter, who asked not to be named because they were not authorized to speak publicly. Facing a liquidity crisis that left the retailer unable to pay its bills, Hudson’s Bay was granted court protection from its creditors on Friday so that it can come up with a plan to restructure the business.

Mounting threats from provincial governments to restrict electricity exports to the United States could lead to higher power bills and more brownouts across the continent, according to legal and regulatory experts. This past week, Ontario Premier Doug Ford announced a 25-per-cent surcharge on his province’s electricity exports to the U.S., effective Monday. Manitoba’s government issued a directive to Manitoba Hydro requiring cabinet approval before the Crown utility signs new power purchase agreements or export contracts with American customers, or extends existing arrangements. Quebec, meanwhile, has said it’s considering halting certain kinds of electricity transfers to U.S. customers. Such measures, and the escalating trade war generally, threaten to disrupt decades-old electricity-sharing relationships that have benefitted both countries.