Proxy season at Canada’s Big Six banks is unfolding against a backdrop of sustained backlash to DEI and ESG commitments in the U.S. Yet the proposals that will be voted on during annual meetings, which kick off this week, suggest Canadian shareholders still think these issues are important.

Investors continued to press bank boards on climate sustainability, social equity and AI ethics, raising concerns about bias, hallucinations and oversight risk. Lenders have responded with a united refrain: AI governance is already in place.

AI watch: Shareholders at RBC, BMO, Scotiabank and TD called for more formal, structured disclosures on AI governance, while a comparable proposal at National Bank of Canada was not put to a shareholder vote. Specifically, they want clarity on how the technology is used in senior decision-making, risk assessment and credit underwriting, and how employees and contractors developing or using AI are trained.

Banks have argued that AI is already governed through existing risk, technology and compliance structures, and that any additional granular disclosure would either duplicate reporting or risk revealing commercially sensitive information.

A recent analysis by Montreal-based advisory firm Millani found that investors increasingly see AI as a “material source of disruption” across sectors, with risks extending well beyond valuation concerns to include shifts in business models. The report noted that these changes also carry broader social implications—like creating job losses, a widening skills gap and increasing inequality.

While Millani founder Milla Craig said investors are still concerned about AI’s impact on jobs, they’re increasingly evaluating it through an ESG and risk lens. One key concern is the heavy infrastructure required to support data centres, which can drive higher water use, increase emissions and strain electricity grids.

“AI is like climate change; it is systemic. It is going to impact every business, your employees, your stakeholders [and] your supply chain,” Craig said. 

ESG still in play: Craig said the notion that investors no longer care about ESG or climate risks could not be “any further from the truth.” She cited her firm’s February investor survey, which found 97 per cent of investors remain fully committed to integrating ESG into investment decisions, particularly from a value-creation and risk-management perspective. 

The issue is not fading interest but the effect of Canada’s anti-greenwashing legislation, Bill C-59, according to Craig. Firms are still pursuing sustainability strategies but communicating them more cautiously out of fear of being accused of greenwashing, she said, adding that the quality of disclosures has deteriorated. 

Across the Big Six, climate-related shareholder proposals largely centred on say-on-climate votes—annual, non-binding votes on a bank’s environmental or climate policies. The banks responded with a similar stance: climate strategy and oversight should remain the board’s responsibility  instead of being put to a shareholder vote. TD and BMO were the most direct, saying a climate vote reduces a complex strategy to a simple yes-or-no question.

Meanwhile, Canada’s Big Six are moving—albeit unevenly—toward greater transparency on how they finance the energy transition. According to the Shareholder Association for Research and Education (SHARE), an ESG-focused investment group in Canada, only CIBC so far has published its energy supply financing ratio, a metric that compares how much a bank lends to clean energy versus fossil fuels. National Bank plans to disclose its methodology for calculating that stat before next April. Scotiabank has previously said it remains on track to publish its ratio this spring, while RBC has published its methodology, but decided against disclosing it. TD and BMO have not made comparable disclosure commitments, though both have acknowledged strong shareholder demand following high support for related proposals.

SHARE director Sarah Couturier-Tanoh said that energy supply financing ratios are valuable because they offer “a quantifiable and comparable indicator” of how banks are positioning themselves. 

Without them, she said, “it’s nearly impossible for an investor to evaluate if a bank is well-positioned for a successful [energy] transition.” 

When asked about potential commitments or timelines to address shareholder concerns over AI and ESG transparency, spokespeople for the Big Six referred The Logic back to their proxy disclosures.

Dinner’s on the CEO: Big Six CEOs earned about $15.7 million on average in 2025, based on disclosed compensation. The pay rises were just as notable: excluding TD’s one-off increase  tied to Raymond Chun’s move into the top job, average compensation rose roughly 28 per cent year over year. 

BMO’s Darryl White saw the largest pay bump, up 55 per cent following weaker growth in 2024, while compensation for Scotiabank’s Scott Thomson climbed 28 per cent as the bank pushed ahead with its North American strategy. At CIBC, outgoing CEO Victor Dodig’s pay rose 26 per cent. RBC’s Dave McKay saw a decrease of 10 per cent while National Bank raised Laurent Ferreira’s salary by 10.7 per cent, following strong earnings years at both banks.

According to executive compensation data provider meritpay.ai, CEO pay packages are overwhelmingly “at risk,” with between 88 and 92 per cent linked to variable incentives. Yet only two of the six banks—BMO and TD—incorporate relative total shareholder return in their incentive plans. In contrast, CFO compensation across Canada’s Big Six was more volatile than CEO pay in 2025, per meritpay.ai. Pay increases ranged from flat to nearly double, and in some cases materially outpaced CEO raises. This was most notable at TD, where CFO pay jumped 95 per cent year over year, versus a nine per cent increase for Chun.

Only TD and Scotiabank disclosed CEO-to-employee pay ratios, with Thomson earning roughly 90 times the average employee’s pay and Chun about 82 times. Unlike in the U.S. and U.K.,  disclosure remains voluntary in Canada, even as shareholders continue to push the rest of the Big Six for greater transparency. 

Correction: RBC has previously disclosed its methodology for calculating an energy supply financing ratio. This story has been updated.