Shareholder proposals at Canada's Big 5 banks, 2023

Climate- or
environment-related?

Be it resolved: The Board of Directors undertake a review of executive compensation levels in relation to the entire workforce and, at reasonable cost and omitting proprietary information, publicly disclose the CEO compensation to median worker pay ratio on an annual basis.

It is proposed that the Bank establish an annual advisory vote policy with respect to its environmental and climate change action plan and objectives.

RESOLVED: That Canadian Imperial Bank of Commerce (“CIBC”) make clear its commitment to continue to invest in and finance the Canadian oil and gas sector. And further that CIBC conduct a review of any and all of its policies to ensure that there are none that have the effect of encouraging divestment from the sector.

Be it proposed that the Bank adopt an annual advisory voting policy regarding its environmental and climate objectives and action plan.

RESOLVED: Shareholders request that Bank of Nova Scotia (the “Company”) issue a report, at reasonable expense and excluding confidential information, that articulates its expectations for net-zero transition plans of high-GHG-emitting clients and how the Company assesses the sufficiency of those transition plans year over year in relation to the bank’s 2030 emissions reduction and net zero goals.

RESOLVED THAT RBC amend its Policy Guidelines for Sensitive Sectors and Activities so that when RBC plays an M&A advisory or direct lending role on brown-spinning transactions, RBC will take reasonable steps to have parties to such transactions takes steps and make disclosures consistent with TCFD, including: • ensuring acquiring board oversight of climate-related risks, • annual acquiring entity disclosure of Scope 1 and 2 GHG emissions from the acquired assets, and • regarding such acquired assets, having the acquiring entity set targets for reducing GHG emissions within a reasonable time after completing the brown-spinning transaction.

RESOLVED THAT RBC revise its Human Rights Position Statement to reflect that in taking action to mitigate adverse human rights impacts directly linked to its business relationships with clients (as outlined in the UNGPs), RBC will inform itself as to whether and how clients have operationalized FPIC of Indigenous peoples affected by such business relationships.

RESOLVED, shareholders urge the Board of Directors to oversee and publish a third-party racial equity audit analyzing RBC’s adverse impacts on non-white stakeholders and communities of colour. Input from civil rights organizations, employees, and customers should be considered in determining the specific matters to be analyzed. The report should be prepared at reasonable cost and omitting confidential or proprietary information.

Resolved: Shareholders request Royal Bank of Canada (“Company”) issue a report within a year, at reasonable expense and excluding confidential information, that discloses 2030 absolute greenhouse gas emissions reduction targets covering its lending and underwriting activities for two high emitting sectors: Oil and Gas and Power Generation. These targets should be aligned with a science-based net zero pathway and in addition to any emission intensity targets for these sectors that the Company has or will set.

RESOLVED: Shareholders request that the Board of Directors of the Royal Bank of Canada (RBC) adopt a policy for a time-bound phase-out of the RBC’s lending and underwriting to projects and companies engaging in new fossil fuel exploration, development and transportation.

Be it resolved The Board of Directors undertake a review of executive compensation levels in relation to the entire workforce and, at reasonable cost and omitting proprietary information, publicly disclose the CEO compensation to median worker pay ratio on an annual basis

It is proposed that the bank adopt an annual advisory vote policy regarding its environmental and climate change objectives and action plan.

It is proposed that the Bank produce a report on the loans it granted over the previous years in support of a circular economy and the steps it intends to take to develop the expertise needed to properly enhance the value of these businesses.

Be it proposed that the Bank adopt an annual advisory voting policy regarding its environmental and climate objectives and action plan.

RESOLVED: That Bank of Montreal (“BMO”) make clear its commitment to continue to invest in and finance the Canadian oil and gas sector. And further that BMO conduct a review of any and all of its policies to ensure that there are none that have the effect of encouraging divestment from the sector.

RESOLVED, shareholders request the Bank of Montreal (“BMO”) to conduct and publish (at reasonable cost and omitting proprietary information) a third-party racial equity audit analyzing BMO’s adverse impacts on non-white stakeholders and communities of colour. Input from civil rights organizations, employees, and customers should be considered in determining the specific matters to be analyzed.

RESOLVED THAT TD disclose how it assesses and mitigates human rights risk in connection with its business relationships with clients which own multi-family residential rental properties in Canada.

RESOLVED THAT TD amend its Environmental and Social Risk Process for Non-Retail Lending Business Lines to provide that when TD provides new project-specific financial services, including advisory services, on brown-spinning transactions, TD will take reasonable steps to have parties to such transactions take steps and make disclosures consistent with TCFD, including: • ensuring acquiring board oversight of climate-related risks, • annual acquiring entity disclosure of Scope 1 and 2 GHG emissions from the acquired assets, and • regarding such acquired assets, having the acquiring entity set targets for reducing GHG emissions within a reasonable time after completing the transaction

It is proposed that the bank adopt a policy on an annual advisory vote on its environmental and climate action plan and objectives.

RESOLVED: That Toronto-Dominion Bank (“TD”) make clear its commitment to continue to invest in and finance the Canadian oil and gas sector. And further that TD conduct a review of any and all of its policies to ensure that there are none that have the effect of encouraging divestment from the sector.

Be it resolved The Board of Directors undertake a review of executive compensation levels in relation to the entire workforce and, at reasonable cost and omitting proprietary information, publicly disclose the CEO compensation to median worker pay ratio on an annual basis.

Resolved: Shareholders request that TD disclose a transition plan that describes how it intends to align its financing activities with its 2030 sectoral emissions reduction targets, including the specific measures and policies to be implemented, reductions to be achieved by such planned measures and policies, and timelines for implementation and associated emission reductions.