Canada: Gender Diversity: Key Developments From ISS And CSA

Institutional Shareholder Services (ISS) recently published a new proposal that could see ISS recommending withhold votes against nominating committee chairs or board chairs for lack of progress with respect to representation of female directors on boards. This came against the backdrop of the Canadian Securities Administrator's third review of practices of TSX companies against the CSA's requirements to make specific disclosure about the issuer's approach to women on boards and in executive officer positions.

Details of the ISS Proposal

In its proposal published on October 26, 2017, ISS reports that under its proposed policy it will consider recommending withhold votes against the chair of the nominating committee if the company has not adopted a formal policy regarding gender diversity and has no female directors. (If there is no nominating committee, the withhold vote would be transferred to the chair of the closest equivalent or, if necessary, to the board chair)

ISS arrived at this policy proposal following roundtable discussions held with Canadian institutional investors in the summer of 2017, where such investors expressed their frustration with the slow progress on boardroom gender diversity and asked for a stronger focus on the level of rigour demonstrated in company policies (e.g. more concrete disclosure intentions, including goals and targets). While the CSA adopted a mandatory regime that requires issuers to provide very detailed disclosure regarding their approach to gender diversity, the criticism remains that many issuers have adopted boilerplate policies without any tailored or specific intentions or plans identified.

Under its proposed policy, ISS states that it will look for a robust policy that includes a clear commitment to increasing board gender diversity that should include measurable goals and targets denoting a firm commitment to increasing gender diversity within a reasonable period of time. The proposal would not apply, however, to companies with four or fewer directors or to new issuers or those recently graduated to the TSX.

According to data reviewed by ISS through mid-August of 2017, approximately 5% of companies in the S&P/TSX Composite Index would not meet the criterion of the proposed policy because they have neither a formal gender diversity policy nor any women on their boards. This increases to closer to 50% of TSX companies covered by ISS that are not included in the Composite Index.

ISS has expressly asked for feedback on the proposal, including on specific questions about the application to all TSX-listed companies and whether a one-year transition period after adoption is appropriate. Comments are being solicited until November 9, 2017.

Key Findings of the CSA Review

Meanwhile, in its third annual review the CSA reports that there has been an increase of women in corporate leadership roles since 2015. CSA Multilateral Staff Notice 58-309 Staff Review of Women on Boards and in Executive Officer Positions – Compliance with NI 58-101 Disclosure of Corporate Governance Practices, published on October 5, 2017, discloses the results of the participating jurisdictions' review of 660 TSX-listed issuers' disclosure regarding women on boards and in executive officer positions that became mandatory for reporting issuers in 2015.

The Staff Notice notes an overall improvement in female board and executive officer representation, as well as an increase in the number of issuers with policies relating to the representation of women on boards (including the adoption of targets and term limits). The CSA's key findings include the following:

  • In 2017, 26% of board vacancies that were filled by replacements were filled by women (131 of 505).
  • 61% of issuers had at least one woman on their board, up from 49% in 2015 and 55% in 2016.
  • Women occupied 14% of the total board seats in the sample, a 2 percentage-point increase over 2016 and a 3 percentage-point increase since 2015. 24% of the directors of issuers with a market capitalization of over $10 billion were women.
  • 15% of issuers added one or more women to their boards in 2017.
  • Issuers with at least one woman in executive officer positions represented 62% of the sample reviewed. This figure has remained relatively constant over the past three years (59% in 2016 and 61% in 2015).
  • 35% of issuers had adopted a policy on the identification and nomination of women directors, as compared to 21% in 2016 and 15% in 2015. This included 57% of issuers in the $2 to 10 billion market cap range and 63% of issuers with market caps over $10 billion.
  • 11% of issuers had broader diversity policies encompassing characteristics like age, ethnicity, race, religion and sexual orientation.
  • 21% of issuers adopted director term limits, of which 50% included age limits, 23% had tenure limits and 27% had both.

Industry Makes a Difference

The retail, utilities and manufacturing industries had the highest percentage of issuers with women board members (89%, 86% and 84% respectively). Like retail and manufacturing, the mining industry experienced a double-digit increase over 2016, but it still lagged many other sectors (with only 54% of issuers reporting one or more women board members). Oil and gas and technology issuers were the least likely to have women on their boards (45% and 52% of issuers, respectively).

With respect to executive officer positions, the real estate and manufacturing industries had the highest percentage of issuers with one or more women in executive roles (80% and 79%), while the mining and oil and gas industries had the lowest representation (52% and 48%). Despite being a leader in female board representation, the retail industry has seen a decrease in the percentage of issuers with one or more women in executive officer positions.

Survey Methodology

The Staff Notice represents the third year of the CSA's review of women in corporate leadership roles. For a discussion of the last two years' of results, please see our previous posts here and here. This year, the staff review looked at a sample of 660 TSX-listed issuers with year ends between December 31, 2016 and March 31, 2017 who filed information circulars or annual information forms before July 31, 2017. This sample does not include the larger Canadian banks given their October 31 year ends; however, noting that the banking industry has been an early adopter of diversity initiatives, the Staff Notice does indicate that, based on their 2017 information circulars, the six largest banks had an average female representation of 35% on their boards.

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.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
Norton Rose Fulbright Canada LLP
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Norton Rose Fulbright Canada LLP
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions