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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 [ED]

Comment period ends on April 10, 2018

Proposed effective date:

Not specified

Last updated:

February 2018

Overview

The British Columbia Securities Commission (BCSC) is consulting on disclosure requirements regarding the representation of women on boards and in executive officer positions in National Instrument 58-101 Disclosure of Corporate Governance Practices (the Disclosure Requirements) adopted in all CSA jurisdictions (Participating Jurisdictions), except for BC and Prince Edward Island.

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.

The Participating Jurisdictions are now 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. This consultation will assist the BCSC in understanding the views of BC market participants and the benefits and challenges of diversity-related requirements

 

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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