The Ontario Securities Commission today released proposed amendments to enhance the disclosure of boards' gender diversity.
Specifically, the changes to Form 58-101F1 would require that TSX-listed and other non-venture issuers reporting in Ontario annually disclose (i) director term limits; (ii) policies regarding the representation of women on the board; (iii) the board's or nominating committee's consideration of the representation of women in the director identification and selection process; (iv) the issuer's consideration of the representation of women in executive officer positions when making executive officer appointments; (v) targets regarding the representation of women on the board and in executive officer positions; and (vi) the number of women on the board and in executive officer positions.
The disclosure model would be one of "comply or explain", consistent with existing corporate governance disclosure requirements. As such, issuers would be required to explain the absence of required policies or targets.
As we discussed last year, the OSC initiated a public consultation last July to address the underrepresentation of women on boards and in positions of senior management of TSX-listed issuers. The OSC subsequently held a public roundtable and other consultations, and received numerous comments in response to its request for feedback. The OSC also delivered a report to the Minister of Finance and Minister Responsible for Women's Issues on December 18 (a copy of the report was published with the proposed amendments) recommending the adoption of the amendments released today, and also that a compliance review be conducted after three annual reporting periods.
Ultimately, the proposed amendments are intended to encourage more effective boards and better corporate decision making through requirements for greater transparency.
Comments on the proposed changes are being accepted until April 16, 2014.
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