On July 30, 2013 the Ontario Securities Commission (“OSC”)published a Staff Consultation Paper 58-401 Disclosure Requirements regarding Women on Boards and in Senior Management(“Paper”) which discussed low levels of representation of women on the boards of Canadian public companies. The Paper arises out of a request by the Ontario Minister of Finance, Charles Sousa, and the then Minister Responsible forWomen’s Issues, Laurel Broten.
TheOSCis asking for comments on a proposal that would impose a “comply or explain” disclosure regime forTSX listed companies relating to board and senior management gender diversity policies and practices. The focus of the consultation is on advancing the representation of women on boards and in senior management. The proposals would apply to TSX‐listed companies and not companies listed on the TSX Venture Exchange.
The Paper outlines how corporate decision‐making benefits from a diversity of opinions and viewpoints. This diversity is enhanced when leadership roles are filled with individuals who have different professional experience, education,skill and individual qualities and attributes such as gender, age, ethnicity and cultural background.
The OSC is considering implementing disclosure requirements for TSX listed companies which would require annual disclosure of a company’s policies regarding representation of women on the board and in senior management; including providing a summary of the policy; set out how the policy is intended to advance the participation of women on the board and in senior management of the issuer; explain how the policy is being implemented; describe measurable objectives established under the policy; describe annual and cumulative progress under the policy; describe how the board or the nominating committee measures the effectiveness of the policy. If the issuer does not have a policy the issuer will be required to explain why not and identify any risks or opportunity costs associated with the decision not to have such a policy.
The comment period for the Paper will end on September 27, 2013.