On December 15, 2016 the Alberta Securities Commission (ASC) adopted amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101) and Form 58-101F1 Corporate Governance Disclosure (together with NI 58-101, “Amendments”). The Amendments will come into effect in Alberta as of December 31, 2016.
The Amendments were previously implemented in every jurisdiction in Canada other than Alberta, British Columbia and Prince Edward Island effective as of December 31, 2014. Although the ASC previously took the position that adopting the Amendments was not properly within the ASC’s mandate as the Amendments related to gender diversity rather than investor protection, the Canadian Securities Administrators published CSA Multilateral Staff Notice 58-307 Staff Review of Women on Boards and in Executive Officer Positions – Compliance with NI 58-101 Disclosure of Corporate Governance Practices which indicated that the purpose of the Amendments was to assist investors when making investment and voting decisions. The ASC subsequently published the Amendments for a 30-day comment period.
Summary of the Amendments
The amendments require non-venture reporting issuers in Alberta to provide annual disclosure of the following items in their proxy circular or annual information form:
- any policies regarding the representation of women on the board;
- whether the board or its nominating committee considers the representation of women in the director identification and selection process;
- whether the issuer considers 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, if any have been set by the issuer;
- the number of women on the board and in executive officer positions; and
- director term limits or other mechanisms of board renewal.
The adoption of the Amendments by the ASC will likely not change the disclosure requirements for most issuers as most non-venture issuers are reporting issuers in Ontario and therefore are already subject to the rules which previously came into force in other Canadian jurisdictions on December 31, 2014.