Canada: OSC Initiates Public Consultation Process Regarding Women On Boards

Last Updated: September 3 2013
Article by Neill May and Sondra Rebenchuk

The Ontario Securities Commission ("OSC") has initiated a public consultation process regarding women on boards and in senior management, responding to a request by the Ontario provincial government which had highlighted gender diversity as a priority in its 2013 budget.

OSC Staff Consultation Paper 58-401 Disclosure Requirements Regarding Women on Boards and in Senior Management (the "Consultation Paper") (i) highlights the relatively low rate of women among the ranks of public company directors and senior officers, (ii) outlines the approaches adopted in other jurisdictions to enhance gender diversity, and (iii) puts forward a disclosure regime to encourage and facilitate public comment and debate.

Status of Women on Boards and Senior Management in Canada

The statistics cited in the Consultation Paper indicate that the rate of representation of women on boards of, and in senior management positions with, Canadian issuers is low, and is progressing very slowly. For example, the Consultation Paper cited reports produced by Catalyst which concluded that:

  • in 2011, 10.3% of directors of Canadian public companies were women, representing a zero percent increase from 2009, and
  • in 2012, women held 15% of senior officer positions in Canadian public companies, and that while nearly one-third of companies had 25% or more women senior officers, compared to 14.3% in 2012, more than one-third of Canadian companies had no women senior officers at all.

The Consultation Paper also cites the GMI Ratings' 2013 Women on Boards Survey, which states that Canada's progress on measures of representation of women on boards is slow by international standards. It also cites a report issued by TD Economics, stating that 43% of companies on the S&P/TSX Composite index do not have a female board member, and 28% have only one female board member.

The Current Securities Regulatory Framework

There is currently no requirement for Canadian publicly-traded issuers to disclose the percentage of women on their boards or in senior management, or their policies on gender diversity, and the current rules do not identify gender diversity as an objective.

Approaches to Diversity in Other Jurisdictions

The Consultation Paper summarizes current and proposed approaches to gender diversity issues in other jurisdictions. For example:

  • United States: U.S. securities laws require publiclytraded issuers to describe: (i) whether "diversity" (which is not defined, and makes no specific mention of gender) is a consideration in the process for identifying and evaluating nominees for directors; (ii) whether there is a policy in place with regard to the consideration of diversity; and (iii) if there is such a policy, how it is implemented and how its effectiveness is assessed.
  • Australia: The Australian Stock Exchange's published governance principles, which are not binding but are intended to serve as a reference point for listed companies, include recommendations that each listed company annually disclose: (i) the measurable objectives for achieving gender diversity; (ii) the proportion of women employees, women in senior executive positions and women on the board; and (iii) an explanation of any departure from the recommendations.
  • United Kingdom: The U.K. government, as part of a broader governmental initiative to increase gender diversity, recently recommended that listed companies be required to establish a policy concerning boardroom diversity, including measurable objectives for implementing the policy, and to disclose annually a summary of the policy and the progress made in achieving the objectives.
  • Other European Countries: On April 16, 2013, the European Commission issued a proposal for enhanced governance-related disclosure requirements. One of the key objectives was to increase diversity on the boards of companies through enhanced transparency, including a requirement that each large listed company provide information about its diversity policy, including a description of the policy as it relates to gender diversity. A more drastic approach has been adopted in countries such as Austria, Belgium, France and Italy, where quotas for female board representation have been legislated.

Disclosure Model Put Forward for Comment

The Consultation Paper considers a "comply or explain" disclosure regime to address diversity issues. Specifically, the OSC is considering requiring issuers (other than venture issuers and investment funds) to disclose, on an annual basis:

  • whether the issuer has a policy regarding the representation of women on the board and in senior management, and:
  • if so, (i) a summary of its key terms, (ii) how it has been implemented, (iii) how the effectiveness of the policy is measured and assessed (both generally and with reference to the annual evaluation of board effectiveness), and (iv) what progress has been made; and
  • if not, why not;
  • whether the issuer's board/nominating committee considers the level of representation of women in the director selection process and, if not, why not; and
  • the proportion, in percentage terms, of female employees in the whole organization, women in "senior executive positions" and women on the board. For this measurement, the OSC proposes that the term "senior executive positions" would mean "executive officer", which is defined in the current rules to mean (i) a chair, vice-chair or president, (ii) a vice-president in charge of a principal business unit, division or function including sales, finance or production, or (iii) an individual performing a policy-making function in respect of the issuer.


The importance of this initiative, and the high degree of priority placed on it by the provincial government and the OSC, are apparent. As noted by the Executive Director and Chief Administrative Officer of the OSC, Maureen Jensen, "[I]n my view, diversity of opinion is invaluable to corporate decision making, and it is therefore necessary to encourage greater representation of women at senior levels. This proposal will inform investors of the progress that Canadian companies are making in advancing the representation of women on their boards and in senior management."

The Consultation Paper makes clear that Canada is lagging on gender diversity issues in public corporations' boardrooms and executive suites. A copy of the Consultation Paper, which includes specific questions the OSC is hoping stakeholders will address, can be found here: .

The content of this article does not constitute legal advice and should not be relied on in that way. Specific advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions