On July 30, 2013, the Ontario Securities Commission (the “OSC”) announced the release of a staff consultation paper1 regarding women on boards and in senior management positions in Ontario (the “Consultation Paper”). The stated purpose of the Consultation Paper is to advance the representation of women on boards and in senior management positions, and to solicit feedback from investors, issuers, other market participants and advisors to inform the recommendations of the OSC to the Ontario Government, which highlighted gender diversity as a priority in the 2013 Budget. In the Consultation Paper, the OSC proposes to amend the corporate governance disclosure rule2 to require that non-venture issuers (other than investment funds) provide disclosure of gender diversity on boards and in senior management in areas such as:
- i. policies regarding the representation of women on
- the board and in senior management;
- ii. consideration of the representation of women in the
- director selection process;
- iii. consideration of the representation of women in the
- board evaluation process; and
- iv. measurement regarding the representation of
- women in the organization and specifically on the
- board and in senior management.
According to the Consultation Paper, this type of disclosure is intended to provide stakeholders with information on an issuer’s approach to advancing the representation of women on boards and in senior management, which in turn may impact investment and voting decisions.
The 60-day comment period will end on September 27, 2013. In addition to written comments on the proposals contained in the Consultation Paper, the OSC has also announced that it will hold a roundtable in the fall.
In a future Aird & Berlis LLP Securities Law Bulletin, we will discuss factors that may be of interest to issuers when considering the disclosure model proposed by the OSC in the Consultation Paper, including statistics on issuers who currently disclose their policies regarding the representation of women on their boards and in senior management, and those with diversity policies and practices in place.