Certain Canadian Securities Regulators Require Disclosure of Women in Boards and in Senior Management for Non-Venture Issuers

October 29, 2014 | Sarah Fitzpatrick

On October 15, 2014, the Canadian Securities Administrators announced that the securities regulatory authorities in Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Quebec and Saskatchewan (collectively, the “Participating Jurisdictions“) will implement amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices and Form 58-101F1 Corporate Governance Disclosure (“Form 58-101F1”). The amendments are intended to increase transparency of the representation of women on the board of directors and in senior management for non-venture issuers, which includes issuers listed on the Toronto Stock Exchange.

The securities regulatory authorities started to consider the representation of women in public companies when, in June 2013, the Ontario Provincial Government requested the Ontario Securities Commission (“OSC“) to undertake a public consultation process to consider disclosure requirements for gender diversity. In Fall 2013, we previously commented on the OSC Staff Consultation Paper 58-401, Disclosure Requirements Regarding Women on Boards and in Senior Management, which was published on July 20, 2013 open for a 60-day public day comment period.

On January 16, 2014, the OSC published proposed amendments to Form 58-101F1 open for a 90-day public comment period. On July 3, 2014, the securities regulatory authorities in the remaining Participating Jurisdictions published proposed amendments to Form 58-101F1 open for a 60-day public comment period. After reviewing the received comments, the Participating Jurisdictions have issued final amendments that include non-substantial changes to the proposed amendments.

The final amendments will apply to non-venture issuers reporting in a Participating Jurisdictions. As a result, issuers listed on the TSX Venture Exchange or the Canadian Securities Exchange are not required to comply with these amendments. Non-venture issuers will have to disclose the representation of women on their boards and in senior management and their policies on gender diversity. The purpose is to assist investors in their investment and voting decisions. Specifically, a non-venture issuer will have to disclose the following information on an annual basis:

  • whether it has adopted director term limits or other mechanisms for renewal of the board;
  • whether it has adopted a written policy regarding the representation of women on the board;
  • how the board or nominating committee considers the representation of women in the director identification and selection process;
  • how it considers the representation of women in executive officer positions when making executive officer appointments;
  • whether it has adopted targets regarding the representation of women on the board and in executive officer positions, and its progress in achieving those targets; and
  • the number of women on the board and in executive officer positions of the issuer and all major subsidiaries of the issuer.

If the non-venture issuer has not adopted policies or targets, it must explain why it has not done so. This is effectively a “comply or explain” regime.

“I believe these changes are positive,” said Mary Little, director of Mirasol Resources Ltd.  “It encourages companies to think about who are the stakeholders they represent.  Yes, representation of women is changing but there is still a way to go. The new policies will make people take the initiative to ask why they do what they do.  A lot of companies will respond by saying we do want to make changes.”

The amendments will come into force on December 31, 2014, subject to obtaining appropriate Ministerial approvals. The amendments will apply to all non-venture issuer management information circulars and annual information forms which are filed following an issuer’s financial year ending on or after December 31, 2014.


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