Certain Canadian Securities Administrators Announce “Comply or Explain” Disclosure by Non-Venture Issuers with respect to Gender Diversity and Board Renewal

The securities regulators in most provinces and territories announced that they will be implementing amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices and the associated form, effective December 31, 2014 (i.e. for 2015 circulars). This followed a consultation process that started in Ontario in June of 2013 and nationally in July of this year with respect to gender diversity among directors and executive officers of public companies.

The amendments apply to non-venture issuers (primarily being companies listed on the TSX rather than the TSXV). The amendments do not require issuers to adopt any additional policies. Rather, they will require non-venture issuers to provide disclosure of certain aspects of their corporate governance policies on an annual basis, in addition to the current disclosure requirements, in relation to the following:

  • director term limits and other mechanisms of board renewal;
  • policies regarding the representation of women on the board;
  • the board or nominating committee’s consideration of the representation of women in the director identification and selection process;
  • the issuer’s consideration of the representation of women in executive officer positions when making executive officer appointments;
  • 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.

In each case, if the issuer does not have any applicable policies, they will be required to explain why not.

To access the CSA Notice, including the text of the new requirements, click here.

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