OSC proposes rule amendments regarding disclosure of women on boards and in senior management

Toronto - The Ontario Securities Commission published today for a 90-day comment period proposed local amendments to Form 58-101F1 of National Instrument 58-101 Disclosure of Corporate Governance Practices.

The proposed amendments would require TSX-listed issuers (and other non-venture issuers) that are reporting issuers in Ontario to provide disclosure regarding the following matters on an annual basis:

• director term limits,
• policies regarding the representation of women on the board,
• the board’s or nominating committee’s consideration of the representation of women in the director identification and selection process,
• the issuer’s consideration of the representation of women in executive officer positions when making executive officer appointments,
• targets regarding the representation of women on the board and in executive officer positions, and
• the number of women on the board and in executive officer positions.

“Our proposed amendments are intended to encourage more effective boards and better corporate decision making, which will benefit investors and the capital markets,” said Howard I. Wetston, Q.C., Chair and CEO of the OSC. "This is about helping TSX-listed issuers tap into a pool of talented and capable resources currently under-represented on today's boards and senior management.”

The comment period will end on April 16, 2014 and comments must be submitted in writing to: [email protected].

Background

Today’s proposed amendments are the result of feedback received in response to proposals set out in OSC Staff Consultation Paper 58-401 Disclosure Requirements Regarding Women on Boards and in Senior Management in which the OSC indicated that it was considering amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices.

The consultation paper was published on July 30, 2013 following a request received from the Minister of Finance, Charles Sousa, and the then Minister Responsible for Women’s Issues in June 2013.

On December 18, 2013, the OSC delivered OSC Report 58-402 Report to Minister of Finance and Minister Responsible for Women’s Issues - Disclosure Requirements Regarding Women on Boards and in Senior Management. The proposed amendments reflect the recommendations contained in the report. A copy of the report is being published concurrently with today’s notice and request for comment and proposed amendments.

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