On March 10, the securities regulatory authorities in Alberta, Manitoba, Saskatchewan, Ontario, Quebec, New Brunswick, and Nova Scotia published a report outlining key trends from a recent review of public disclosure regarding women on boards and in executive officer positions as required by Form 58-101F1 Corporate Governance Disclosure (the disclosure requirements) of National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101).
The review was completed for the purposes of identifying key trends based on a review sample of 610 issuers that had year-ends between December 31, 2019 and March 31, 2020 (Year 6) and filed information circulars or annual information forms by November 30, 2020. The following key trends were observed:
Board seats
- Twenty percent of board seats were held by women; however, this number tended to increase with the size of the issuer and varied by industry.
- Seventy-nine percent of issuers had at least one woman on their board, however, 127 (21%) issuers had no women on their board.
- Six percent of the board chairs were women.
- Thirty percent of vacated board seats were filled by women.
Executive officer positions
- Five percent of issuers had a woman chief executive officer (CEO).
- Fifteen percent of issuers had a woman chief financial officer (CFO).
- Sixty-five percent of issuers had at least one woman in an executive officer position.
Targets
- Twenty-six percent of issuers adopted targets for the representation of women on their board.
- Four percent of issuers adopted targets for the representation of women in executive officer positions.
Term limits and other mechanisms of board renewal
- Twenty-three percent of issuers adopted some form of director term limits (alone or with other mechanisms of board renewal).
- Thirty-four percnet of issuers adopted other mechanisms of board renewal, but did not adopt term limits.
- Thirty-nine percent of issuers disclosed that they did not have director term limits nor had they adopted other mechanisms of board renewal.
Policies
- Fifty-four percent of issuers adopted a policy relating to the representation of women on their board.
Given the results, the CSA will be considering its role in the broader diversity conversation.
For a full copy of the notice: https://www.osc.ca/sites/default/files/2021-03/sn_20210310_58-312_staff-review-women-on-boards.pdf
For more information, please call Barbara Hendrickson at BAX Securities Law (647) 403-4606.
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.
