TSX-listed companies will almost certainly need to include
disclosure in their information circulars or annual information
forms on the representation of women on their boards and in senior
management for the 2015 proxy season.
On October 15, 2014, the securities regulatory authorities in a
number of Canadian jurisdictions announced final amendments to
National Instrument 58-101 Disclosure of Corporate Governance
Practices and Form 58-101F1 Corporate Governance
Disclosure (the Rule Amendments). Participating jurisdictions
include Ontario and Québec. Notable by their absence were
Alberta and British Columbia.
The Rule Amendments
The Rule Amendments require TSX-listed issuers to include annual
disclosure in their management information circular or annual
information form on the following matters:
director term limits or other board renewal mechanisms;
any written policy regarding the representation of women on the
board (and, if the issuer has a policy, a summary of it and
disclosure of implementation, achievement of objectives and
consideration of the level of representation of women in the
director identification and selection process;
consideration of the level of representation of women in
executive officer appointments;
any targets voluntarily adopted regarding the representation of
women on the board and in executive officer positions; and
the number and proportion of women on the issuer's board
and in executive officer positions with the issuer and its major
If the issuer has not implemented the policies and practices
listed above, it must instead disclose why it has not done so. This
"comply or explain" requirement is consistent with the
approach for other corporate governance disclosure.
The Rule Amendments are intended to increase transparency for
investors and other stakeholders regarding the representation of
women on boards and in senior management. While the disclosure of
director term limits or other board renewal mechanisms may not
appear to directly support this objective, the participating
jurisdictions noted that regular renewal of board membership can
provide opportunities for qualified candidates, including those who
The Rule Amendments are expected to come into effect on
December 31, 2014, in time for the 2015 proxy season.
Certain Jurisdictions Not Participating
Alberta and British Columbia (plus two other smaller
jurisdictions), are not participating in the Rule Amendments.
However, companies based in those jurisdictions are still subject
to the new disclosure requirements if they are listed on the
The Alberta Securities Commission (ASC) published ASC Notice
58-701 ASC Response to Gender Diversity Proposal on July
3, 2014, in response to the proposed amendments first published for
comment by the Ontario Securities Commission on January 16, 2014
(the OSC Proposal). The ASC stated that while the OSC Proposal
reflected the objective of increasing the participation of women on
boards and in executive officer positions with TSX-listed issuers,
the ASC was not persuaded that this objective fell within its
mandate as a securities regulator to protect investors and foster a
fair and efficient capital market in Alberta.
As the Rule Amendments are expect to come into effect on
December 31, 2014, TSX-listed issuers should consider the
implications of the increased disclosure requirements to them, as
well as the costs of implementing policies and practices to comply
with the additional requirements or explaining why such policies
and practices are not in place.
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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