On December 31, 2014, the security regulatory authorities in
Manitoba, New Brunswick, Newfoundland and Labrador, Northwest
Territories, Nova Scotia, Nunavut, Ontario, Quebec, Saskatchewan
and Yukon implemented amendments to National Instrument 58-101
Disclosure of Corporate Governance Practices that require
non-venture issuers to disclose on an annual basis:
the number and
percentage of women on the issuer's board of directors and in
executive officer positions;
limits or other mechanisms of board renewal;
relating to the identification and nomination of women
of the representation of women in the director identification and
nomination process and in executive officer appointments;
women on boards and in executive officer positions.
Non-venture issuers that do not disclose the above information
are required to explain their reasons for not doing so. The
increased transparency regarding the representation of women on
boards and in executive officer positions is intended to assist
investors when making investment and voting decisions.
On September 28, 2015, the Canadian Securities Administrators
(the "CSA") published CSA Multilateral
Staff Notice 58-307 Staff Review of Women on Boards and in
Executive Officer Positions – Compliance with NI 58-101
Disclosure of Corporate Governance Practices (the
"Staff Notice"). The Staff Notice
summarizes the findings of the CSA's review of disclosure
related to the above rule amendments.
Based on a sample of 722 issuers listed on the Toronto Stock
Exchange, the Staff Notice reveals the following statistics with
respect to the representation of women on boards:
49% have at least one woman on
60% have at least one woman in
an executive officer position.
15% have added one or more
women to their board this year.
Over 30% of the issuers with a
market capitalization above $2 billion have adopted a written
policy for identifying and nominating women directors.
Of those with written policies,
48% disclosed that they were adopted or updated this
60% of the issuers with a
market capitalization above $2 billion have two or more female
19% have adopted director term
limits, while 56% have adopted other mechanisms of board
The Staff Notice also provides guidance on compliance with Form
58-101F1 Corporate Governance Disclosure, which includes
guidelines on and examples of improving disclosure with respect to
board renewal processes, written policies regarding representation
of women on the company's board and the consideration of the
representation of women in the director and executive officer
identification and selection process.
The Staff Notice concludes that many non-venture issuers require
additional guidance concerning the level and detail of disclosure
that is necessary to satisfy the requirements of the rule
amendments. The CSA notes that it will continue to evaluate the
corporate governance disclosure of non-venture issuers to ensure
that meaningful disclosure is provided regarding the representation
of women on boards and in executive officer positions and to
measure if the disclosure ultimately achieves its intended purpose
of increasing transparency.
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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