On September 14, 2016, the Alberta Securities Commission (ASC)
published for comment proposed amendments to National Instrument
58-101 – Disclosure of Corporate Governance
Practices and Form 8-101F1 – Corporate Governance
Disclosure that establish disclosure requirements regarding
the representation of women on boards of directors and in executive
officer positions of non-venture issuers as well as with respect to
term limits or other mechanisms of board renewal for board
directors (Proposed Amendments).
The Proposed Amendments were previously adopted by the
securities regulators of all of the other provinces and territories
of Canada, other than British Columbia and Prince Edward Island,
and came into effect in those jurisdictions on December 31, 2014.
For further information, see our previous Blakes Bulletins:
The ASC had not initially adopted the Proposed Amendments
because it was not persuaded that the composition of board and
senior management teams, from a gender diversity perspective, fell
within its mandate. However, the ASC said it is now proposing to
adopt the Proposed Amendments given that it has been revealed that
the Proposed Amendments' objective is to "increase
transparency for investors and other stakeholders regarding the
representation of women on boards and in executive officer
positions" and to "assist investors when making
investment and voting decisions". In addition, the ASC
indicates that the new Minister of Finance and President of
Treasury Board had encouraged it to reconsider its position.
The Proposed Amendments, as we further described when they were
Ontario and certain other jurisdictions in 2014, require
issuers, other than venture issuers and investment funds, to
provide disclosure on an annual basis regarding the representation
of women on boards and in executive positions using a "comply
or explain" approach, but do not contain any mandatory gender
diversity targets or other affirmative steps to increase gender
diversity at the board or executive management level. Given that
the vast majority of Alberta issuers who would become subject to
the Proposed Amendments through the ASC's adoption are already
subject to them by virtue of being reporting issuers in Ontario, we
anticipate few practical implications if the Proposed Amendments
are adopted in Alberta in their current form.
As a construction company that actively bids and works on larger infrastructure projects, you will likely be required to provide a signed certification in response to future Requests for Qualifications.
On November 14, 2016, the Securities and Exchange Commission ("SEC") announced an award of more than $20 million to a whistleblower who promptly provided the regulator with valuable information that allowed the SEC to commence an enforcement action against the wrongdoers before they could squander the money.
In the recent decision, 3716724 Canada Inc. v Carleton Condominium Corporation No. 375, the Ontario Court of Appeal found that the "business judgment rule" applies to decisions of boards of condominium corporations.
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