The Ontario Securities Commission (OSC) has published for public comment proposed amendments to its corporate governance disclosure requirements (the Proposed Amendments). The Proposed Amendments provide for enhanced disclosure by TSX-listed issuers and other non-venture reporting issuers in Ontario on the representation of women on an issuer's board of directors and in senior management in an effort to provide greater transparency to investors and other stakeholders.
The Proposed Amendments would amend the disclosure prescribed by Form 58-101F1 of National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101). The amendments are an Ontario-only proposal—the other members of the Canadian Securities Administrators have not joined the OSC in this initiative. Publication of the amendments follows the publication by the OSC in July 2013 of Consultation Paper 58-401 Disclosure Requirements Regarding Women on Boards and in Senior Management, which launched a consultation on the topic following a request from Ontario's minister of finance and the then-minister responsible for women's issues.
NI 58-101 requires issuers to make disclosure as to whether they comply with each corporate governance principle set out in the instrument and, if not, why they do not comply with such principle. The Proposed Amendments, if enacted, will amend NI 58-101 and require TSX-listed and other non-venture Ontario reporting issuers to make annual disclosure of:
- Director term limits. The Notice accompanying the Proposed Amendments states that director term limits may provide opportunities for the nomination of qualified board candidates, including women. The Proposed Amendments will require an issuer to disclose whether or not it has adopted director term limits and, if not, why not.
Representation of women on the board of directors. The Proposed
Amendments will require disclosure of:
- whether or not the issuer has adopted a policy for the identification and nomination of women directors. If a policy has been adopted, its key provisions should be summarized and disclosure regarding the policy's effectiveness should be made; and
- if, and if so, how, the board or the nominating committee considers the representation of women in the director appointment process.
- Representation of women in executive officer positions. The Proposed Amendments will require the issuer to disclose whether it considers the level of representation of women in executive officer positions when making such appointments and, if not, why not.
- Targets for representation of women. The Proposed Amendments would require an issuer to disclose whether or not it has adopted targets regarding the number or percentage of women on its board or in executive officer positions. If such targets have not been adopted, then the issuer should explain why not. If such targets have been adopted, then the issuer should disclose its annual and cumulative progress in achieving these targets.
- Number of women on the board of directors and in executive officer positions. Disclosure will be required of the number and percentage of directors of the issuer who are women and the number and percentage of executive officers of the issuer (including its subsidiaries) who are women.
The Proposed Amendments are open for public comment until April 16, 2014. The full text of the Notice and Proposed Amendments can be accessed here.
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