On October 15, 2014, all of the securities regulatory
authorities in Canada, other than in Alberta and British Columbia,
announced that they were implementing amendments
(the "Amendments") to
National Instrument 58-101 Disclosure of Corporate Governance
Practices that would require all non-venture issuers to make
certain "comply or explain" disclosure regarding term
limits for directors as well as the representation of women on
boards and in executive positions. The Amendments are intended to
increase transparency regarding the representation of women on
boards and in senior management roles by all non-venture issuers.
Subject to receiving various ministerial approvals, the Amendments
will come into effect on December 31, 2014, and therefore will
apply for the 2015 proxy season.
The Amendments are substantially similar to the amendments
previously proposed by the Ontario Securities Commission in January
2014 and by the other participating jurisdictions in July
2014. The Amendments, like the previously proposed amendments,
will not impose targets or quotas, but will require all non-venture
issuers to disclose each year in either their annual information
forms or in the management information circulars:
whether the issuer has adopted director term limits or other
board renewal mechanisms, and if not, why not;
whether the issuer has a written policy regarding the
representation of women on the board, and if not, why not;
whether the board or the nominating committee considered the
level of representation of women in the director identification and
selection process, and if not, why not;
whether the issuer considers the representation of women in
executive positions when making executive officer appointments, and
if not, why not;
whether the issuer has targets for the representation of women
on its board and in executive officer positions, and the annual and
cumulative progress in achieving such targets, and where there are
no such targets, why not; and
the number and proportion of women on the board and in
executive officer positions of both the issuer and each of its
With the Amendments becoming effective in time for the upcoming
proxy season, many issuers will need to consider the role of women
on their boards and in senior management. Time will tell
whether imposing a "comply or explain" approach will have
the effect desired by the securities authorities.
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).