The OSC has indicated the proposed amendments are intended to
improve the effectiveness of boards as well as corporate decision
making by requiring greater transparency for investors and other
stakeholders regarding the representation of women on boards and in
senior management positions of TSX-listed and other non-venture
In May 2013, the Ontario Government delivered its budget which
included a statement indicating the government's strong support
for broader gender diversity on boards and in senior management of
major businesses and other organizations. The government
subsequently requested that the OSC undertake a review and public
consultation process regarding disclosure requirements for women on
boards and in executive positions.
In July 2013, OSC staff published OSC Staff Consultation Paper
58-401 Disclosure Requirements Regarding Women on Boards and in
Senior Management. The Consultation Paper introduced for
public commentary a "comply or explain" disclosure regime
that would allow issuers to either develop and disclose gender
diversity policies and practices, or explain why they have not
implemented such policies and practices, in their annual proxy
circulars or annual information form, as applicable. In October
2013, the OSC held a public roundtable to discuss the model of
corporate governance disclosure set out in the Consultation
The proposed amendments follow a "comply or explain"
approach as outlined in the Consultation Paper. Although the
proposed amendments do not prescribe mandatory quotas or targets
for women on boards and in executive positions, they require
issuers that have not implemented such policies and practices to
explain why they have not done so.
If implemented, the proposed amendments will require TSX-listed
and certain other non-venture issuers who are reporting issuers in
Ontario to include the following disclosure annually in their proxy
circulars or annual information forms, as applicable:
whether there are any director term limits or an explanation
for the absence of such limits;
the details of any policies regarding the identification and
nomination of women directors or an explanation for the absence of
the board's or nominating committee's consideration of
the representation of women in the director identification and
selection process or an explanation for the absence of such
the consideration given to the representation of women in
executive officer positions when making executive officer
appointments or an explanation for the absence of such
targets (number or percentage) adopted regarding the
representation of women on the board and in executive officer
positions or an explanation for the absence of such targets;
the number and proportion of women on the board and in
executive officer positions.
The OSC's comment period closes on April 16, 2014, and
Bennett Jones is able to assist clients in submitting their
comments on the proposed amendments.
Several private reports and surveys have found that the
representation of women on boards and in senior management roles in
Canadian public companies has stagnated in recent years and lags
behind international standards. As a result, we expect that the OSC
will adopt the proposed amendments, or a variation thereof. The
proposed amendments will not be adopted in time for the 2014 proxy
season, but TSX-listed issuers (and non-venture issuers who are
reporting issuers in Ontario) should be aware that in the future
they are likely to incur additional costs and management time in
implementing new policies and practices, amending current policies
and practices, or providing an explanation for not doing so, and
disclosing descriptions of such policies, practices or explanations
in their annual proxy circulars or annual information form, as
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.
To print this article, all you need is to be registered on Mondaq.com.
Click to Login as an existing user or Register so you can print this article.
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.
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).