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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

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.

 

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