CSA Reports Further Progress on Advancement of Women on Boards

According to the Canadian Securities Administrators (CSA), the proportion of board seats held by women at Canadian public companies has incrementally increased again, for the eighth year in a row. However, the advancement of gender diversity continues to remain a work in progress, as noted in CSA Multilateral Staff Notice 58-314 Review of Disclosure Regarding Women on Boards and in Executive Officer Positions (Year 8 Report) (Notice). For more information on the CSA’s prior year review, see our November 2021 Blakes Bulletin: CSA Reports Slow but Continuing Progress on Gender Diversity in the Boardroom and Provides New Guidance on Gender Diversity Reporting.

EIGHTH-YEAR REVIEW RESULTS

The Notice continues the review for an eighth year of “comply or explain” disclosure provided by non-venture public companies concerning the representation of women on boards and in executive positions, as set out in Form 58-101F1 Corporate Governance Disclosure (Form). The Notice aggregates and summarizes the disclosures of 625 issuers with financial year-ends between December 31, 2021, and March 31, 2022 (thereby omitting large Canadian financial institutions with October 31 year-ends).

As in prior years, incremental progress has been made in the representation of women on boards; however, the overall pace of change continues to remain slow. Meanwhile, the proportion of Chief Executive Officer, Chief Financial Officer and overall executive positions held by women have yet to see an appreciable uptick during the periods measured by the CSA. The Notice otherwise found mostly positive developments compared to the findings of the seventh-year review:

• Overall percentage of board seats occupied by women increased from 22% to 24% as compared to the prior year (up from 11% seven years ago), increasing in all size categories of issuers, with the 56 largest issuers leading the way at 33% (up from 30% in the prior year and 21% seven years ago)

• 436 vacant board seats were filled during the year, with 45% of the new directors being women, an increase of 10% since the prior year

• 87% of issuers have at least one woman on their board, an increase of 5% since last year

• 7% of issuers had a woman as the chair of the board, an increase of 1% since last year

• 61% of issuers disclosed they had adopted a policy relating to the identification and nomination of women directors, an increase of 1% compared to 60% in the prior year (15% seven years ago), and issuers with such a policy had a greater overall percentage of board seats occupied by women (28%) as compared to issuers without such policies (18%)

• 39% of the issuers had targets for the representation of women on their boards, an increase from 32% in the prior year (up from 7% seven years ago), and issuers with such targets had, on average, female board representation of 30%, compared to 20% for issuers without such a target

• 70% of issuers disclosed having at least one woman in an executive officer position, up from 67% in the prior year (60% seven years ago), with 5% of issuers having a female Chief Executive Officer (5% in each of the prior two years) and 19% having a female Chief Financial Officer (17% in the prior year and 14% four years ago)

• Targets for the representation of women in executive officer positions continue to be uncommon, with 4% of issuers having such targets (down from 6% in the prior year and 2% seven years ago)

CONCLUSION

Incremental progress continues to be slow in the eighth year since the Form was amended to require gender diversity disclosures, although, cumulatively, we have seen the gender balance in the boardrooms of Canadian public companies evolve over time.  As investors, including through the policies of proxy advisory firms, continue to pressure issuers to add more women to their boards, in connection with releasing the Notice, the CSA noted that “the increased representation of women in corporate board rooms and in senior leadership is encouraging and we’re considering our approach with respect to broader diversity.”

For further information, please contact:

Stacy McLean               +1-416-863-4325
Matthew Merkley        +1-416-863-3328
Selena Lucien               +1-416-863-2216

or any other member of our Corporate Governance group.