Specifically, the changes to Form
58-101F1 would require that TSX-listed and other non-venture
issuers reporting in Ontario annually disclose (i) director term
limits; (ii) policies regarding the representation of women on
the board; (iii) the board's or nominating committee's
consideration of the representation of women in the director
identification and selection process; (iv) the issuer's
consideration of the representation of women in executive officer
positions when making executive officer appointments;
(v) targets regarding the representation of women on the board
and in executive officer positions; and (vi) the number of
women on the board and in executive officer positions.
The disclosure model would be one of "comply or
explain", consistent with existing corporate governance
disclosure requirements. As such, issuers would be required to
explain the absence of required policies or targets.
As we discussed last year, the OSC initiated a
public consultation last July to address the
underrepresentation of women on boards and in positions of senior
management of TSX-listed issuers. The OSC subsequently
held a public roundtable and other consultations, and received
numerous comments in response to its request for feedback. The
OSC also delivered a report to the Minister of Finance and
Minister Responsible for Women's Issues on December 18 (a
copy of the report was published with the proposed amendments)
recommending the adoption of the amendments released today,
and also that a compliance review be conducted after three annual
Ultimately, the proposed amendments are intended to encourage
more effective boards and better corporate decision
making through requirements for greater transparency.
Comments on the proposed changes are being accepted until April
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guide to the subject matter. Specialist advice should be sought
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