BCSC Consultation on Disclosure Requirements in National Instrument 58-101, Disclosure of Corporate Governance Practices relating to Women on Boards and in Executive Officer Positions [Completed]
Comment period ended on April 10, 2018 |
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Proposed effective date: |
Not applicable |
Last updated: |
February 2018 |
Overview
On February 26, 2018, the British Columbia Securities Commission (BCSC) issued for comment a Consultation on the Disclosure Requirements in National Instrument 58-101, Disclosure of Corporate Governance Practices relating to Women on Boards and in Executive Officer Positions, (the Disclosure Requirements) which have been adopted in all CSA jurisdictions, except for BC and Prince Edward Island (the Participating Jurisdictions).
The Participating Jurisdictions are currently considering: (a) whether or not changes to the Disclosure Requirements are warranted, and if so, the nature of those changes; (b) whether supplementing the existing “comply or explain” disclosure model with governance guidelines that would be included in National Policy 58-201, Corporate Governance Guidelines, (NP 58-201) is warranted. BCSC thinks it is important for issuers and other stakeholders in BC to have a voice in the current consultation to inform the future regulatory direction and actions that the Participating Jurisdictions may take. BC has not adopted the Disclosure Requirements, but BC-based TSX-listed and other non-venture issuers must comply with the Disclosure Requirements because they report in at least one Participating Jurisdiction. The purpose of this consultation is to assist the BCSC in understanding the views of BC market participants and the benefits and challenges of diversity-related requirements.
The Disclosure Requirements require non-venture issuers, including all issuers listed on the Toronto Stock Exchange (TSX), to provide disclosure regarding the following matters on an annual basis: (i) director term limits and other mechanisms of renewal of the board of directors (the board); (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) whether or not the issuer has adopted a target 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 Requirements follow a comply-or-explain model and are intended to increase transparency for investors and other stakeholders regarding the representation of women on boards and in senior management of non-venture issuers. Most of the Participating Jurisdictions adopted the Disclosure Requirements on December 31, 2014; Alberta adopted the Disclosure Requirements on December 31, 2016.
The Participating Jurisdictions have reviewed compliance with the Disclosure Requirements on an annual basis. The most recent review, 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, was published on October 5, 2017.
Recent activities developments
February 2018
On February 26, 2018, the British Columbia Securities Commission (BCSC) issued for comment a Consultation on Disclosure Requirements in National Instrument 58-101, Disclosure of Corporate Governance Practices relating to Women on Boards and in Executive Officer Positions. Comments are requested by April 10, 2018.