On October 5, 2017, the participating jurisdictions of the securities regulatory authorities of all provinces with the exceptions of British Columbia and PEI (the “Participating Jurisdictions”) published a review (the Staff Notice) of disclosure regarding women on boards and in executive officer positions.
The Staff Notice is a review of corporate governance disclosure of 660 non-venture issuers regarding women in leadership roles in accordance with National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”). NI 58-101 takes a “disclose or explain” approach; the approach requires non-venture issuers in most provinces to disclose information about their policies and
procedures regarding the representation of women on boards and in executive officer positions, or to explain the absence of such policies or procedures.
Issuers with year ends between December 31, 2016 and March 31, 2017 were studied and compared with the results of a similar study conducted three years ago, with these results:
- The total board seats occupied by women has increased from 11% to 14%.
- The percentage of issuers with at least one woman on their board increased from 49% to 61%.
- For issuers with a market capitalization of more than $10 billion, 24% of board seats are held by women, in contrast to 21% in the first year.
- Of the issuers in the sample, issuers with at least one woman in an executive officer position increased from 60% to 62%.
- The percentage of issuers that adopted a policy relating to the representation of women on their board increased from 15% to 35%.
In terms of compliance, the Staff Notice reported among issuers:
- 97% disclosed the number or percentage of women on their boards;
- 94% disclosed the number or percentage of women in executive officer positions;
- 99% disclosed whether they had adopted a policy relating to the identification and nomination of women directors;
- 96% disclosed whether they had set targets for the representation of women on their boards;
- 95% disclosed whether they had set targets for the representation of women in executive officer positions; and,
- 98% disclosed whether they had adopted director term limits, other mechanisms of board renewal, or both.
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,
is available for download from the websites of participating member jurisdictions.
For more information, please call Barbara Hendrickson at BAX Securities Law (416) 601 -1004.
This publication is not intended to constitute legal advice. No one should act on it or refrain from acting on it without consulting with a lawyer. BAX does not warrant or guarantee the accuracy or currency or completeness of the publication. No part of this publication may be reproduced without the prior written permission of BAX Securities Law.