New disclosure rules regarding the representation of women on
the boards and in senior management of public companies, and
director term limits, will come into effect December 31, 2014.
Disclosure will be required for management information circulars
(or annual information forms if the issuer does not send out a
management information circular) which are filed following an
issuer's financial year ending on or after December 31, 2014.
Here is the Canadian Securities Administrators' staff
Securities administrators in all Canadian jurisdictions other
than Alberta and British Columbia have approved the final rule.
Although two jurisdictions are not participating, the rule
nevertheless states that it amends a national instrument to add
disclosure requirements that apply only in the participating
The new rule is largely unchanged from the proposal issued by
the Ontario Securities Commission in January of this year and other
participating jurisdictions in July. Under the new rule, companies
will be required to disclose annually in the proxy circular for the
annual meeting (or the annual information form if the issuer does
not send a proxy circular to its investors):
the number and percentage of women
directors and women who are executive officers, together with any
targets the company has adopted regarding the number or percentage
of women in such positions and the progress made in achieving those
whether the company has a policy for
the identification and nomination of women candidates for director
or explain why it does not have one;
a summary of any policy for the
identification and nomination of women candidates for director
which the company has adopted, the policy and its objectives,
implementation measures, the annual and cumulative progress made on
achieving the objectives and whether, and if so how, the board or
nominating committee measures the policy's effectiveness;
whether it considers the level of
representation of women on the board in identifying and nominating
candidates for director and the level of representation of women in
executive officer positions when making executive officer
appointments, or explain why it does not consider these levels of
whether or not the company has
adopted term limits for board service or other mechanisms for board
renewal and, if not, why not.
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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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.
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