The Canadian Securities Administrators (CSA) published October 15, 2014 in final form amendments to the governance disclosure rules contained in National Instrument 58-101 -Disclosure of Corporate Governance Practices (Amendments) that will require public companies which are reporting issuers in Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Quebec and Saskatchewan to provide disclosure in their management proxy circulars (or in their Annual Information Form, if no circular is sent to their securityholders) regarding the representation of women on their boards and in executive officer positions. The Amendments do not apply to issuers listed on the TSX Venture Exchange.
The Amendments do not differ materially from the amendments first proposed by the Ontario Securities Commission in January 2014 and subsequently in July 2014 by the eight other CSA members. For a summary of the original proposal, see our client alert dated February 5, 2014.
For financial years ending on or after December 31, 2014, the Amendments will require TSX listed and other non-venture issuers which are reporting issuers in the nine jurisdictions to provide annual disclosure regarding:
- director term limits or other mechanisms of board renewal or an explanation for their absence;
- policies regarding the representation of women on the board or an explanation for their absence;
- the board’s or nominating committee’s consideration of representation of women in the director identification and selection process or an explanation for its absence;
- the issuer’s consideration of the representation of women in executive officer positions when making executive officer appointments or an explanation for its absence;
- targets regarding the representation of women on the board and in executive officer positions or an explanation for their absence; and
- the number and proportion of women on the issuer’s board and in executive officer positions with the issuer and its major subsidiaries.
A copy of the Amendments may be found here.