On October 5, 2023, the Canadian Securities Administrators (CSA) released CSA Multilateral Staff Notice 58-316 (the Notice) – their ninth notice summarizing the responses provided by issuers obligated to disclose information relating to women on boards and in executive positions.
The notice was a summary of a review of the corporate governance disclosures of 602 non-venture issuers with fiscal year-ends between December 31, 2022 and March 31, 2023. As of May 2023, there were approximately 1,776 issuers listed on the Toronto Stock Exchange, such that the review is a snapshot of only 33.89% of the industry.
National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101) requires certain issuers to provide specific information regarding women on boards and in executive officer positions. The required corporate governance disclosures focus on five topics that are meant to provide investors and other stakeholders information on the firm’s efforts relating to improving representation, being written policies, consideration of the representation of women, director term limits / board renewal, targets, and numbers and percentages that women represent at the issuer.
The main objective of mandating these disclosure requirements is to increase transparency for investors.
Of note, there has been a steady increase in the number of women on the boards of the issuers captured by the disclosure requirements and women in senior management positions. A few highlights in the Notice are that 89% of the issuers have at least one woman on their board, an increase from last year, and 36% of the issuers have at least three women on their board, an increase of six per cent from last year.
A point emphasized in the Notice is that firms have consciously set representation targets to achieve a truly diverse board and in their senior management make-up. The number of executive positions held by women has also increased, albeit slowly. Only 5% of the issuers had a woman in the chief executive officer role. At least 71% of issuers had at least one woman in an executive position. The issuers that adopted targets for representation really saw an uptick, from 7% in Year 1 (of collecting and reporting on this data) to 43% in Year 9. The maturity of the issuer also seemed to have a direct correlation to the effort to diversify the make-up of the board and executive levels of the firm.
Another item of note is the industries that seem to be leading the way in the number of women on boards and in executive positions. When it comes to board representation, the manufacturing, retail and utilities industries are leading the way over the last nine years at 98%, 96% and 95% respectively, with mining and biotechnology lagging slightly. When it comes to the percentage of issuers with women in executive positions, the retail and real estate industries lead the pack with 90% and 87% respectively, with technology and mining being the laggers at 69% and 50% respectively.
Note that larger Canadian banks are not represented in the Notice, and notably were early adopters of diversity initiatives.
October 31, 2023