The stated focus of the consultation is advancing the
representation of women on boards and in senior management.
The OSC is seeking feedback from investors, issuers, other
market participants and advisors on disclosure requirements.
The Consultation Paper discusses the status of women on boards
and in senior management in Canada. It also summarizes the
current corporate governance framework under Ontario securities
legislation and the approach to gender diversity disclosure taken
in other jurisdictions (including the United States, Australia,
United Kingdom and several European countries). See also our
September 2011 Report entitled Women on Boards on the United Kingdom, European
and Canadian Initiatives.
In the Consultation Paper, the OSC put forward a model of annual
disclosure requirements regarding women on boards and in senior
management that would be applicable to non-venture issuers and
would be included in the summary of their corporate governance
practices. Venture issuers and investment funds would not be
subject to the requirements.
Issuers would be required to provide disclosure on the
policies regarding the representation of women on the board and
in senior management,
consideration of the representation of women in the director
consideration of the representation of women in the board
evaluation process, and
measurement regarding the representation of women in the
organization and specifically on the board and in senior
Policy Regarding the Representation of Women on the Board and
in Senior Management
Under the model disclosure requirements, an issuer would
disclose whether it has a policy for advancing the participation of
women in senior management roles and/or for the identification and
nomination of female directors. If a policy has been adopted,
the issuer would:
provide a summary of its key provisions or disclose the
set out how the policy is intended to advance the participation
of women on the board and in senior management of the issuer,
explain how the policy has been implemented,
describe any measurable objectives that have been established
under the policy,
disclose annual and cumulative progress by the issuer on
achieving the objectives of the policy and where the objectives are
measurable, disclose progress in quantitative terms, and
describe how the board or its nominating committee measures the
effectiveness of the policy.
If the issuer does not have such a policy, it should explain why
not and identify any risks or opportunity costs associated with the
decision not to have such a policy.
Consideration of the Representation of Women in the Director
Under the model disclosure requirements, an issuer would be
required to indicate whether, and if so how, the board or its
nomination committee considers the level of representation of women
on the board in identifying and nominating candidates for election
or re‐election to the board. If the issuer does not take
the representation of women into account in this process, it would
explain why not and identify any risks or opportunity costs
associated with the decision not to do so.
Consideration of the Representation of Women in Board
If an issuer has a policy regarding the representation of women
on the board and/or in senior management, under the model
disclosure requirements it also would be required to disclose
whether and how adherence to the policy or achieving any objectives
set out in the policy are assessed in connection with the annual
evaluation of the effectiveness of the board and the nominating
Disclosure of the Proportion of Women
Issuers would also be required to disclose the proportion (in
percentage terms) of female employees in the whole organization,
women in senior executive positions and women on the
Comments on the proposals are due by September 27, 2013.
In addition, the OSC intends to host a roundtable in the fall to
discuss the proposals.
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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