On October 2, 2019, the securities regulatory authorities in Alberta, Manitoba, New Brunswick, Nova Scotia, Ontario, Québec and Saskatchewan released their fifth annual review of women serving on boards and in executive officer positions. Their findings were published in the CSA Multilateral Staff Notice 58-311 – Report on Fifth Staff Review of Disclosure Regarding Women on Boards and in Executive Officer Positions.
The notice discusses results from a review of corporate governance disclosure of 641 non-venture issuers regarding women in leadership roles in accordance with National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”). NI 58-101 takes a “disclose or explain” approach; the approach requires non-venture issuers in most provinces to disclose information about their policies and procedures regarding the representation of women on boards and in executive officer positions or to explain the absence of such policies or procedures. Information to be disclosed includes:
- whether the issuer has a specific policy regarding the identification and nomination of female directors;
- if and how the board considers the level of representation of women on the board and in executive officer positions in identifying nominees for election or appointment; and
- if there is any target level of women on the board or in executive officer positions.
The study analyzed issuers with year-ends between December 31, 2018 and March 31, 2019 and compared the results to studies conducted over the previous four years. The results show a steady increase in the number of women participating on boards and in executive offices. The highlights include:
- The total percentage of board seats occupied by women has increased from 15% last year to 17% this year.
- The percentage of issuers with at least one woman on their board increased from 66% to 73% from last year.
- For issuers with a market capitalization of more than $10 billion, 27% of board seats are held by women, in contrast to 25% last year.
- Of the issuers in the sample, issuers with at least one woman in an executive officer position decreased from 66% last year to 64% this year. This decrease is partly driven by a change in methodology, which now has a stricter focus on applying the definition of “executive officer”.
- The percentage of issuers that adopted a policy relating to the representation of women on their board increased from 42% last year to 50% this year.
Looking at the longer-term, over the five years the studies have been conducted, the largest increases have been seen in the following areas:
- The total percentage of board seats occupied by women has increased from 11% to 17%;
- The percentage of issuers that adopted a policy relating to the representation of women on their board increased from 15% to 50%; and
- The percentage of issuers with at least one woman on their board increased from 49% to 73%.
In terms of the make-up of the boards identified in the study, 31% of issuers had one woman on their boards, 21% of issuers had two women on their boards and 15% had at least three women. The remaining 27% of issuers had no women at all on their boards.
The industries with the highest percentages of women on their boards were manufacturing, retail and utilities. On the other hand, the industries with the lowest percentages of women on their boards were the mining, biotechnology and oil & gas industries.
Whereas the industries with the highest number of female executive officers were real estate, retail and financial services. Mining, oil & gas and technology had the lowest percentages of female executive officers among the industry categories analyzed.
The objective of this disclosure requirement in NI 58-101 is to increase transparency for investors and other stakeholders regarding the representation of women on boards and in executive officer positions and the approach that issuers take in respect of such representation. Issuers must provide the requisite disclosures to the respective regulatory authorities. It is unknown if the disclosure requirements themselves are having an impact in motivating the appointment of women to boards and executive roles, but the evidence clearly shows that women are increasingly filling these positions.