In our last issue of the Business Law Quarterly, we
summarized the findings of a Canadian Institute of Chartered
Accountants (CICA) report dealing with diversity among boards of
directors and emphasized the strategic importance for all
organizations to build diversity into their organizations. In this
issue, we draw your attention to a recent speech by U.S. Securities and Exchange
Commissioner Luis Aguilar, who spoke frankly about the lack of
diversity in the corporate boardroom and within government
Commissioner Aguilar indicated that though "diversity"
can mean many things, he was speaking specifically about gender and
ethnicity. There is strong evidence to support that having a
diverse board brings about real economic benefits. Also, investors
are increasingly concerned about the efforts of companies to
increase the diversity of their boards, as the marketplace itself
is becoming more diverse and as business becomes more
In response to overwhelming investor interest in learning about
the efforts of companies to become more diverse, the Securities and
Exchange Commission (SEC) adopted a rule, which came into effect in February
2010, to assess a company's commitment to developing and
maintaining a diverse board. The rule requires a company to
disclose whether diversity is a factor in considering candidates
for nomination to the board of directors, how diversity is
considered in that process and how the company assesses the
effectiveness of its policy for considering diversity. Some
companies are doing well, and others could be doing better.
It's a first step in an important dialogue between investors
Commissioner Aguilar emphasized that diversity improvements are
needed elsewhere — within government agencies and among
financial market participants. He notes that in 2009, of the
SEC's senior officers, 89 per cent were white, four per cent
African-American, three per cent Hispanic and two per cent Asian.
Of this group, 67 per cent were males and 33 per cent were females.
Under the Dodd Frank Act, the SEC will be establishing a
new Office of Minority and Women Inclusion with responsibility for
all matters relating to diversity in management, employment and
business activities of the agency.
As we have previously indicated, there are compelling reasons to
increase the level of diversity within your own organizations.
Diversity in the boardroom is a topic of growing interest, and we
expect to hear much more about it in the future.
McCarthy Tétrault LLP has identified diversity as one of
its highest strategic priorities. The firm is a leader in
developing and promoting initiatives to support gender diversity in
law including a Women's Initiative Network, which
focuses on promoting business development opportunities; Women
Connecting, a seminar program targeting women in law school;
and Women's Forum, a public website designed to
promote the firm's women lawyers and their impact on the legal
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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