On January 16, 2014, the Ontario Securities Commission (OSC) released proposed amendments to corporate governance disclosure requirements (Proposed Amendments).

The Proposed Amendments follow on a consultation paper released by the OSC in July, 2013 and a subsequent public roundtable discussion regarding the paper.  A transcript of the roundtable discussion was also released.

The OSC indicated that, in addition to the roundtable, OSC staff consulted with the OSC’s Securities Advisory Committee and participated in events held by other organizations, including the Canadian Board Diversity Council, the Institute of Corporate Directors, Women in Capital Markets, Women’s Executive Network and the University of Toronto.

In addition, on November 5, 2013, OSC staff issued a survey to approximately 1,000 TSX-listed issuers regarding gender diversity and received 448 responses to the survey.  The results of the survey are also included in the OSC’s release.

After considering the feedback from stakeholders, the OSC recommended the Proposed Amendments to Form 58-101F1 of National Instrument 58-101 ­– Corporate Governance.  The Proposed Amendments would follow a “comply or explain” approach and require non-venture issuers to provide disclosure regarding the representation of women on boards and in executive officer positions, among other matters. In particular, the Proposed Amendments would require disclosure of the following:

  • director term limits or an explanation for the absence of such limits
  • policies regarding the representation of women on the board or an explanation for the absence of such policies and, if the issuer has such policies, the measures taken to ensure that the policies have been implemented effectively, annual and cumulative progress by the issuer in achieving the objectives of the policies and whether and how the effectiveness of the policies is measured
  • the board’s or nominating committee’s consideration of the representation of women in the director identification and selection process or an explanation for the absence of such consideration
  • the consideration given to the representation of women in executive officer positions when making executive officer appointments or an explanation for the absence of such consideration
  • targets adopted regarding the representation of women on the board and in executive officer positions or an explanation for the absence of such targets along with annual and cumulative progress of achieving such targets
  • the number and proportion of women on the board of the issuer and in executive officer positions of the issuer and subsidiary entities of the issuer.

Comments on the Proposed Amendments are due April 16, 2014.