On October 15, 2014, the Canadian Securities Administrators
announced that the securities regulatory authorities in Manitoba,
New Brunswick, Newfoundland and Labrador, Northwest Territories,
Nova Scotia, Nunavut, Ontario, Quebec and Saskatchewan
(collectively, the "Participating
Jurisdictions") will implement amendments to National
Instrument 58-101 Disclosure of Corporate Governance
Practices and Form 58-101F1 Corporate Governance
Disclosure ("Form 58-101F1"). The
amendments are intended to increase transparency of the
representation of women on the board of directors and in senior
management for non-venture issuers, which includes issuers listed
on the Toronto Stock Exchange.
The securities regulatory authorities started to consider the
representation of women in public companies when, in June 2013, the
Ontario Provincial Government requested the Ontario Securities
Commission ("OSC") to undertake a public
consultation process to consider disclosure requirements for gender
In Fall 2013, we previously commented on the OSC Staff
Consultation Paper 58-401, Disclosure Requirements Regarding
Women on Boards and in Senior Management, which was published
on July 20, 2013 open for a 60-day public day comment period.
On January 16, 2014, the OSC published proposed amendments to
Form 58-101F1 open for a 90-day public comment period. On July 3,
2014, the securities regulatory authorities in the remaining
Participating Jurisdictions published proposed amendments to Form
58-101F1 open for a 60-day public comment period. After reviewing
the received comments, the Participating Jurisdictions have issued
final amendments that include non-substantial changes to the
The final amendments will apply to non-venture issuers reporting
in a Participating Jurisdictions. As a result, issuers listed on
the TSX Venture Exchange or the Canadian Securities Exchange are
not required to comply with these amendments. Non-venture issuers
will have to disclose the representation of women on their boards
and in senior management and their policies on gender diversity.
The purpose is to assist investors in their investment and voting
decisions. Specifically, a non-venture issuer will have to disclose
the following information on an annual basis:
whether it has adopted director term limits or other mechanisms
for renewal of the board;
whether it has adopted a written policy regarding the
representation of women on the board;
how the board or nominating committee considers the
representation of women in the director identification and
how it considers the representation of women in executive
officer positions when making executive officer appointments;
whether it has adopted targets regarding the representation of
women on the board and in executive officer positions, and its
progress in achieving those targets; and
the number of women on the board and in executive officer
positions of the issuer and all major subsidiaries of the
If the non-venture issuer has not adopted policies or targets,
it must explain why it has not done so. This is effectively a
"comply or explain" regime.
"I believe these changes are positive," said Mary
Little, director of Mirasol Resources Ltd. "It
encourages companies to think about who are the stakeholders they
represent. Yes, representation of women is changing but there
is still a way to go. The new policies will make people take the
initiative to ask why they do what they do. A lot of
companies will respond by saying we do want to make
The amendments will come into force on December 31, 2014,
subject to obtaining appropriate Ministerial approvals. The
amendments will apply to all non-venture issuer management
information circulars and annual information forms which are filed
following an issuer's financial year ending on or after
December 31, 2014.
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).