Canadian securities regulators propose changes to corporate governance disclosure practices and guidelines

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Apr 13, 2023

On April 13, 2023, the Canadian Securities Administrators (CSA) published proposed amendments to corporate governance disclosure rules and policy relating to the director nomination process, board renewal and diversity. They would require disclosure on aspects of diversity beyond the representation of women, while retaining the current disclosure requirements with respect to women. In addition, the CSA is proposing changes to the corporate governance policy that would enhance the existing corporate governance guidelines relating to the director nomination process and introduce guidelines regarding board renewal and diversity.

The CSA is seeking comment on two approaches to build upon the existing disclosure requirements in Form 58-101F1 regarding the representation of women on boards and in executive officer positions and board renewal adopted by most CSA jurisdictions in 2014. While each approach is premised on different concepts discussed further below, both approaches are intended to provide enhanced, decision-useful information to investors to assist with their investment and voting decisions.

  • Option A: This option would require an issuer to disclose its approach to diversity in respect of the board and executive officers but would not mandate disclosure in respect of any specific groups, other than women.
  • Option B: This option contemplates mandatory reporting on the representation of five designated groups, being women, Indigenous peoples, racialized persons, persons with disabilities and LGBTQ2SI+ persons, on boards and in executive officer positions.

There is a 90-day comment period, and stakeholders are invited to provide comments in writing on or before July 12, 2023.  

For further details, refer to the press release and the Notice on the CSA’s website.

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