In time for the 2015 proxy season, the Canadian Securities
Administrators have released amendments to National Instrument
58-101 Disclosure of Corporate Governance Practices and
Form 58-101F1 Corporate Governance Disclosure
("Form 58-101F1") which will require
TSX-listed companies to disclose certain information relating to
the representation of women on boards of directors and in executive
officer positions and on mechanisms of board renewal.
The British Columbia and Alberta Securities Commissions did not
adopt the new disclosure rules (the "New
Rules"). However, because the Ontario Securities
Commission adopted the New Rules (which apply to non-venture
issuers) and all TSX-listed companies are reporting issuers in
Ontario, the New Rules will apply to British Columbia and Alberta
companies listed on the TSX.
This memorandum summarizes the New Rules and incorporates
examples of disclosure from both Australia (where similar rules are
in place) and Canada (where some issuers implemented new measures
in anticipation of the New Rules) which illustrate the potential
range of responses to the New Rules.
The New Rules
The New Rules will apply to proxy circulars filed following an
issuer's financial year ending on or after December 31, 2014.
The New Rules will require companies to provide disclosure
regarding the following six matters in the proxy circular sent in
connection with an annual general meeting:1 1 If an issuer's
financial year ended before December 31, 2014, then the disclosure
will first be required in its 2016 proxy materials. If a company
does not send a circular soliciting proxies for the election of
directors at an annual meeting, the company must provide the
disclosure in its annual information form. The information required
by the New Rules may be incorporated into a proxy circular by
reference, provided the other document has been filed or is filed
simultaneously with the proxy circular.
the number of women on the board and in executive officer
targets regarding the representation of women on the board and
in executive officer positions;
policies regarding the representation of women on the
the board's or nominating committee's consideration of
the representation of women in the director identification and
the issuer's consideration of the representation of women
in executive officer positions when making executive officer
director term limits and other mechanisms of renewal of the
The regulatory authorities examined a variety of measures,
including hard quotas. However, the New Rules adopt a
disclosure-based model in their aim to increase the representation
of women. Generally, the New Rules are not prescriptive. That is,
they do not require a company to, for example, adopt new policies
or to take into consideration the representation of women when
identifying new director candidates. What the New Rules do require
is for a company to disclose why it has not
implemented certain policies or taken into account certain
considerations if it has not done so.
With this "comply or explain" model, also adopted in
Australia, a company will have to either (a) comply with the New
Rules and adopt and disclose the content of the necessary policies
or make and describe the necessary considerations, or else (b)
explain why it does not have such policies or make such
The following table sets out a quick reference guide to the New
Rules and the disclosure required by a company if it chooses to
either comply or explain.
The foregoing provides only an overview and does not
constitute legal advice. Readers are cautioned against making any
decisions based on this material alone. Rather, specific legal
advice should be obtained.
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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