Slow progress: CSA report of women on boards and in executive officer positions

On October 2, 2019, The Canadian Securities Administrators (CSA) released a report summarizing a review of the key trends regarding women on boards of directors and in executive officer positions of TSX-listed issuers. The review focused on the annual mandated disclosure.¹

The review covers management information circulars filed between December 31, 2018 and March 31, 2019, and related to the following disclosure requirements:

1. the number and proportion of directors on the board and executive officers who are women;
2. whether issuers have adopted a target regarding the number of women on the board and in executive officer positions; and
3. whether issuers have adopted written policies relating to the identification and nomination of women directors.²

The review was the fifth annual review of its kind. We have set out below some highlights.

Women on boards

There has been mild improvement in this area when compared to the previous years findings. The following are some key statistics:

 ^{3 4}

Women in executive officer positions

The report shows that there were fewer women in executive officer positions in 2018 than 2017, and that there was a slight improvement in the number of female CFOs in 2018. The following are some key statistics:

⁵

Female representation by cap size and industry

Issuers of varying industries and market capitalizations had varying female board representation. The following are some key statistics:

Targets and policies related to female representation

In 2018, more issuers adopted targets and policies related to female representation when compared to prior years. The report finds that issuers with such targets and policies had, on average, higher female board representation than issuers without. The following are some key statistics:

The CSA publishes its report yearly, and will continue to monitor trends in this area. Of note, recent amendments to the Canada Business Corporations Act (CBCA) will require federally incorporated public companies (including venture issuers) to provide more comprehensive disclosure on board and executive officer diversity beginning in January 2020. For more information on these amendments, please see our related bulletin.

Please contact your lawyer in BLG's Capital Markets Group, any of the leaders of these groups or the authors of this bulletin for more information about how we can assist you or if you would like more information about the regulatory developments in Canada and how they may affect your potential offerings.

The assistance of Hana Bell, articling student, is gratefully acknowledged.

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¹ Form 58-101F1, Corporate Governance Disclosure, sections 11-15.

² In addition, TSX-listed issuers are also required to disclose annually in their management information circulars prepared in connection with the election of directors, whether and, if so, how the board or nominating committee considers the level of representation of women on the board and in executive officer appointments.

³ There is no data for “women chairs of boards” preceding 2018, for “board vacancies filled by women” preceding 2017, and for “issuers with no women on the board” preceding 2017.

⁴ Of the percentage of issuers with at least one woman on the board in 2019, 37 per cent had 1 woman, 21 per cent had 2 women, and 15 per cent had >3 women.

⁵ There is no data regarding female CEO and CFOs preceding 2017.