On December 31, 2014 the amendments to Regulation 58-101
respecting Disclosure of Corporate Governance Practices
("Regulation 58-101") were implemented.
On September 28, 2015, the Canadian Securities Administrators
published CSA Multilateral Staff Notice 58-307 – Staff
Review of Women on Boards and in Executive Officer Positions
(the "Notice") which summarizes the
findings and conclusions from the analysis of the information
provided by more than 700 reporting issuers.
As indicated in a previous bulletin, Regulation 58-101 requires
non-venture issuers to annually provide information on the number
and percentage of women on the issuer's board of directors or
in an executive officer position, on mechanisms of board renewal
and on targeted policies and goals for increasing the participation
of women on boards and in senior management.
The principal findings were as follows:
51% of reporting issuers had no women on their board;
40% had no women in an executive officer position;
65% had not adopted a written policy for identifying and
nominating women directors;
60% of issuers with a market capitalization above $2 billion
had two or more female directors;
15% added one or more women to their board between December 31,
2014 and March 31, 2015;
19% set term limits for directors, while 56% adopted other
board renewal mechanisms.
It is evident from the content of the Notice and the comments
therein that too few issuers adopted written policies on
identifying and selecting candidates for directorships, or took
steps to implement such policies. Certain business sectors, such as
oil and gas, technology, biotechnology, hospitals and environmental
industries had the lowest adoption rates, i.e. less than 10%.
The Notice also indicates that the information provided
regarding the adoption of written policies did not systematically
respect the provisions of Regulation 58-101. Examples of the
information to be provided are set out in the Notice.
Some recommendations are made in the Notice as to the proper
method of disclosing figures regarding the number of women on the
board and in senior management, particularly by providing
information on previous years as well, in order to follow the
evolution of their representation and demonstrate the clarity of
continuous disclosure information to investors and shareholders,
which would simplify disclosure over the years and promote the
achievement of the representation targets by the corporations
It is evident that issuers need and will continue to need more
guidance regarding the level and degree of detail of the disclosure
necessary to satisfy the requirements of Regulation 58-101. It is
also noteworthy that there is no mention in the Notice of any
impetus to impose quotas for women's representation on boards
and in senior management.
The publication of the Notice comes only nine months after the
coming into force of Regulation 58-101. An update of the
conclusions of the Ontario Securities Commission's round table
should follow in early 2016 and is eagerly anticipated. The
evolution of disclosure practices should be monitored closely over
the coming year, as well as the progress made by issuers regarding
the representation of women on boards of directors and in senior
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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