The Canadian Securities Administrators (CSA) have
published a review of compliance with recent updates to reporting
issuers' corporate governance disclosure, specifically relating
to gender diversity.
Recent amendments to National Instrument 58-101 - Disclosure
of Corporate Governance Practices (the
"Amendments") require reporting issuers
to disclose on an annual basis certain matters relating to gender
diversity, including the number and percentage of women on the
board of directors and in executive officer positions, board
renewal mechanisms, and policies and targets relating to the
advancement of women on boards and in executive officer positions
(see our October 16, 2014 Update, Canadian Securities
Regulators Announce Rules on Gender Diversity). CSA
Multilateral Staff Notice 58-307 (the "Staff
Notice") describes the CSA's review of the
continuous disclosure of over 700 reporting issuers that are listed
on the Toronto Stock Exchange (TSX) and subject to the Amendments,
reflecting on the level of compliance and providing guidance to
assist issuers in areas where the quality of disclosure needs
The CSA noted the following, regarding the sample of issuers
49% have at least one woman on their
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% with a market capitalization
above $2 billion have adopted written policies for identifying and
nominating women directors
of those with written policies, 48%
disclosed that they were adopted or updated this year
60% with a market capitalization
above $2 billion have two or more female directors
19% have adopted director term
limits, while 56% have adopted other board renewal mechanisms
In addition to providing statistics, the Staff Notice offers
guidance and sample disclosure that issuers can adopt to fully
comply with the Amendments. For example, while not explicitly
mandated by National Instrument 58-101, the CSA believe that
reporting on the number and percentage of women on boards and in
executive officer roles in tabular form may increase the clarity of
disclosure for investors and other stakeholders.
While the results of the review indicate an increase in
representation of women on boards and in executive officer roles in
accordance with the regulators' objective, it concludes that
the level and detail of disclosure of many issuers falls short of
satisfying the requirements. The Staff Notice notes that improved
disclosure is needed to further the goal of increasing transparency
for investors and other stakeholders regarding the representation
of women on boards and in executive officer positions, which in
turn is expected to better inform investment and voting
Issuers should expect continued scrutiny and review of their
gender diversity disclosure, and corporate governance disclosure
more generally, as the CSA continue to evaluate this area of
disclosure and to measure whether it achieves its intended purpose
of increasing transparency.
The content of this article does not constitute legal advice
and should not be relied on in that way. Specific 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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