On October 5, 2017, the staff of securities regulatory authorities (SRA) in Alberta, Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Quebec, Saskatchewan and Yukon published CSA Multilateral Staff Notice 58-309, Staff Review of Women on Boards and in Executive Officer Positions – Compliance with NI 58-101 Disclosure of Corporate Governance Practices. The Staff Notice provides this year’s summary of the disclosure reviewed by the SRA relating to the Women on Boards and in Executive Positions Rules (WB/EP Rules).

The WB/EP Rules require that, on an annual basis, each non-venture issuer disclose:

  • the number and percentage of women on the issuer’s board of directors and in executive officer positions;
  • whether it has a policy relating to the identification and nomination of women directors;
  • whether it has director term limits or other mechanisms of board renewal;
  • whether it has targets for women on its board and in its executive officer positions; and
  • if it considers the representation of women in its director identification and selection process and in its executive officer appointments.

The Staff Notice focused on the disclosure of 660 TSX-listed issuers with year-ends between December 31, 2016 and March 31, 2017, who had filed information circulars or annual information forms by July 31, 2017. This is down from the 722 issuers who provided disclosure as part of the 2015 initial review. The SRA noted that Canadian banks, who are often early adopters of diversity programs, are not included in this summary. This is the third such annual review to have taken place.

The SRA found minor improvements in the results from the gender-diversity findings determined in the first-year and second-year reviews. They are, as follows:

  • 14 per cent of total board seats were occupied by women
  • 61 percent of issuers reported having at least one woman on their board. This is a 6 per cent increase from Year 1 and a 12 per cent increase from Year 2
  • 26 per cent of board vacancies were filled by women
  • 11 per cent of issuers adopted targets for the representation of the number of women on their boards
  • of those that adopted targets, they had an average of 26 per cent female representation on their boards
  • the percentage of issuers with at least one woman in an executive officer position increased to 62 per cent
  • 54 per cent of mining issuers reported that they had one or more women on their boards, increasing from the 38% reported in Year 2 and from the 35% reported in Year 1
  • the retail industry (89%), utilities industry (86%) and the manufacturing industry (86%) reported the greatest percentage of issuers with one or more women on their boards.

Additionally, the Ontario Securities Commission (OSC) has announced its Roundtable Agenda for the Third Review of Women on Boards and in Executive Officer Positions. The OSC roundtable will take place on October 24, 2017, from 9:00 a.m. to 11:00 a.m. at the OSC’s offices. Interested parties should register online by Friday, October 13, 2017. A transcript of the proceedings will be posted on the OSC’s website.