The State of Canadian Board Governance in 2025 - Aprio


GOVERNANCE INTELLIGENCE • 2025

The State of Canadian Board Governance in 2025: What Three Major Reports Reveal

Insights from the Globe & Mail Board Games, Spencer Stuart Board Index, and Canada’s Best Private Boards

Canadian board governance is at an inflection point. With $97 billion in new foreign direct investment commitments, Prime Minister Carney’s announcement of a $1 trillion investment target over five years, and the first-ever Canada Investment Summit scheduled for September 2026, the governance standards of Canadian boards have never been under more scrutiny.

Three major reports published in 2025 paint a comprehensive picture of where Canadian governance stands — across both public and private companies. Here’s what board directors, corporate secretaries, and governance professionals need to know.

1. Globe & Mail Board Games 2025: TSX Governance Rankings

The Globe & Mail’s annual Board Games assessment ranks 206 TSX-listed companies across 36 governance criteria spanning board composition, compensation practices, shareholder rights, and disclosure quality.

206
Companies Ranked
99
Highest Score
73
Median Score
26
Dropped 5+ Points

Key findings from the Board Games data reveal significant governance gaps even among Canada’s largest listed companies. With a median score of 73 out of 100, there is considerable room for improvement — particularly in areas like board renewal, independence, and compensation disclosure.

Notably, 26 companies saw their governance scores drop by 5 or more points year-over-year, signaling either policy regression or increased scoring expectations. Sectors like mining and energy showed the widest variance in governance quality.

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2. Spencer Stuart Canada Board Index 2025: The CSSBI 100

Now in its 29th year, the Canada Spencer Stuart Board Index (CSSBI) examines governance practices, board composition, and director compensation across Canada’s 100 largest publicly traded companies — each with at least $1 billion in annual revenue.

Board Renewal & Succession

  • 96 new non-executive directors (NXDs) were appointed across the CSSBI 100 in 2025 — consistent with the five-year average of 98.
  • 27% of boards added two or more NXDs, indicating accelerated renewal — often driven by investor pressure rather than planned succession.
  • 63% of boards have formal tenure limits (age or term limits), unchanged since 2021. The most common term length is 15 years; the most common retirement age is 75.
  • 40% of boards still have no formal tenure limits, raising questions about board refresh rates and exposure to activist campaigns.

Director Profiles: Who Gets Appointed?

  • CEO profiles surged to 35% of new NXD appointments (up from 24% in 2024) — boards are prioritizing “battle-tested” leaders.
  • Technology profiles jumped to 11% (from 4% in 2024) as boards add AI, digital, and cyber capabilities.
  • 60% of new NXDs had industry experience, down from 74% in 2022 — signaling a shift toward broader perspectives.
  • 49% of new appointees were non-residents of Canada, the highest in five years — reflecting cross-border talent sourcing.

Diversity & Representation

  • Women hold nearly 40% of all directorships on CSSBI 100 boards — 11 boards have reached or exceeded gender parity.
  • 46% of all directorships are held by historically underrepresented groups, up from 38% in 2021.
  • 15% of directorships are held by individuals self-identifying as Indigenous, visible minorities, persons with disabilities, and/or 2SLGBTQI+ — nearly double the 2021 figure.
  • 72 boards now have formal gender composition targets, up from 56 in 2021.

Director Compensation

  • Median annual NXD retainer: $250,000 CAD (approximately 50% paid in equity).
  • Board chair compensation median: $375,000–$500,000 CAD, depending on company revenue.
  • 99% of boards require minimum share ownership — most commonly 3x the annual retainer, achieved within 5 years.
  • Lead director additional compensation averages $48,000, largely unchanged from 2021.

FREE DOWNLOAD • 25-PAGE PDF
2025 Canada Spencer Stuart Board Index
Board composition data, compensation benchmarks, and diversity metrics for Canada’s 100 largest public companies.

3. Canada’s Best Private Boards (“The Boardies”): Private Company Governance

While Board Games and the CSSBI focus on publicly traded companies, The Boardies — founded by executive search firm MondouxRollins Partners — is Canada’s only awards program dedicated to recognizing governance excellence in private companies.

Now in its third year, the program has received 300+ nominations and has recognized 14 winners across advisory and fiduciary board categories. The audience includes family businesses, investor-backed firms, employee-owned companies, and family offices — with a minimum $5 million revenue threshold.

2025 Boardies Winners

  • Trailblazer Award: Lisa Melchior (Founder, VERTU Capital), Roger Greenberg (Executive Chairman, Minto Group), Erik Brien-Wright (Partner, EDC Private Equity)
  • Advisory & Fiduciary Board winners across family business, investment-backed, and employee-owned categories
  • SheBoot co-founders Julia Elvidge, Jennifer Francis, and Sonya Shorey also recognized

Why Private Company Governance Matters

Private companies face many of the same governance challenges as their public counterparts — succession planning, board composition, risk oversight, and stakeholder alignment — but without the regulatory disclosure requirements that drive public board accountability. Programs like The Boardies help fill this gap by establishing benchmarks and sharing best practices.

⏰ NOMINATIONS CLOSING SOON
2026 Boardies Submissions Close April 30
Winners announced June 24. Summit & Awards: November 5, Toronto (One King West).

Learn About Nominations →

The Bigger Picture: What This Means for Canadian Boards

Taken together, these three reports point to several converging trends that every Canadian board should be preparing for:

📊 Governance as a Competitive Advantage

With $1 trillion in planned investment flowing into Canada, institutional investors are co-hosting a national summit specifically focused on attracting global capital. Companies with strong governance scores will be better positioned to attract this investment.

🔄 Accelerated Board Renewal

Spencer Stuart’s finding that 27% of CSSBI 100 boards added two or more directors — many under investor pressure — signals that passive board succession is no longer acceptable. Boards need real-time skills gap analysis and succession planning tools.

🌐 Cross-Border Complexity

With 49% of new CSSBI 100 appointments being non-residents and 32% of total board seats held by international directors, Canadian boards are managing complex meeting logistics, document access, and regulatory compliance across multiple jurisdictions.

🏢 Private Companies Catching Up

The Boardies program’s growth (300+ nominations, 44% YoY attendance growth) shows that private companies are rapidly professionalizing their governance. Family businesses, PE-backed firms, and employee-owned companies all seeking purpose-built board technology.

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