The Ontario Government has announced a target that women
comprise at least 40 percent of appointments to provincial boards
and agencies by 2019 and is encouraging businesses to set gender
diversity targets for their boards of directors.
The announcement follows the June 7, 2016, release of a report
prepared by Catalyst Canada and commissioned by the Ontario
Government. The government accepted all 11 recommendations set out
in the report, including the following recommendations for
set the following targets by the end
of 2017: 30 percent women board directors for all issuers that
currently have at least one woman director; and one woman board
director for all issuers that currently have no women
achieve the applicable target within
three to five years;
use director term and/or age limits
to facilitate board renewal;
establish a written policy describing
the issuer's plans to increase representation of women on its
require that the list of potential
board candidates and interview pool for board positions consist of
at least 50 percent women;
remove restrictions on external board
service and implement programs to match talent with board vacancies
for both executive and non-executive director positions; and
address gender equity at all levels
of the company.
The government also accepted the recommendation that it
encourage companies to set the specific targets identified in the
report and the recommendation that it consider legislative or
regulatory approaches if sufficient progress is not made toward the
30 percent target.
A steering committee will be convened by the government to
advise on the implementation of the recommendations in the report.
The committee members will include, among others, the Ontario
Minister of Finance and the Chair of the Ontario Securities
The current "comply or explain" regime requires
TSX-listed issuers to disclose the following gender diversity
policies and practices in its annual filings or explain why it has
not adopted such policies and practices:
director term limits or other board
any written policy regarding the
representation of women on the board (and if the issuer has a
policy, a summary of it and disclosure of implementation,
achievement of objectives and measurement);
consideration of the level of
representation of women in the director identification and
consideration of the level of
representation of women in executive officer appointments;
any targets voluntarily adopted
regarding the representation of women on the board and in executive
officer positions; and
the number and proportion of women on
the issuer's board and in executive officer positions with the
issuer and its major subsidiaries.
A review by certain Canadian securities regulators of over 700
TSX-listed issuers and their compliance with the "comply or
explain" regime found that, of the issuers reviewed:
49 percent had at least one woman on
15 percent added one or more women to
their board in the past year;
60 percent with a market
capitalization of greater than $2 billion had two or more women on
62 percent with market capitalization
under $1 billion had no women on their board;
7 percent set a target for women
19 percent adopted director term
56 percent adopted a mechanism of
board renewal other than director term limits;
more than 30 percent with a market
capitalization greater than $2 billion adopted a written policy for
identifying and nominating women directors; and
of those issuers with written
policies, 48 percent adopted or updated those policies in the past
Bennett Jones will continue to monitor disclosure requirements
for gender diversity on boards and provide updates on further
1. Canadian Securities Administrators, 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 Practice (September
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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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