From the Regulators

Regulators finalize rule amendments regarding disclosure of women on boards and in senior management

By James Langton |

Public companies will have to start disclosing their efforts to enhance gender diversity for the 2015 proxy season, under rule amendments being adopted by regulators in nine Canadian jurisdictions.

The securities regulatory authorities in Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Quebec and Saskatchewan Wednesday announced the final implementation of amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices and Form 58-101F1 Corporate Governance Disclosure. Provided all necessary ministerial approvals are obtained, these rule amendments will come into effect on December 31, in time for the 2015 proxy season.

The Ontario Securities Commission (OSC), back in January, proposed amendments to its corporate governance rules designed to encourage greater diversity by requiring certain disclosures from issuers. Now, the OSC has been joined by the nine other regulators in rule changes that aim to increase transparency regarding the representation of women on corporate boards and in senior management. Notably, Alberta and British Columbia are not participating in the proposed policy.

"This transparency is intended to assist investors in making investment and voting decisions and will apply to all non-venture issuers reporting in the participating jurisdictions," the regulators said in a statement.

The amendments will require senior issuers to provide annual disclosure in their proxy circular or annual information form regarding: director term limits; policies regarding the representation of women on the board; their consideration of women in the director and executive identification and selection processes; targets regarding the representation of women on the board and in executive officer positions; and, the number of women on the board and in executive officer positions.

"Today we have made important changes to our disclosure regime, which are expected to encourage greater representation by women on boards and in positions of senior management," said Howard Wetston, chair and CEO of the OSC. "We know from stakeholder and investor feedback in the participating jurisdictions that this issue is an important one, and we've taken steps in a coordinated fashion to broaden disclosure in this area."