CSA Reports Mostly Positive Trends in Representation of Women on Boards

According to the Canadian Securities Administrators (CSA), the proportion of board seats held by women at public companies in Canada has gradually increased again for the ninth year in a row. In addition, at public companies in Canada, the proportion with a woman as the chair of the board and the proportion with at least one woman in an executive officer position both increased, however, the proportion of board vacancies filled by women slightly declined, in each case as noted in CSA Multilateral Staff Notice 58-316 Review of Disclosure Regarding Women on Boards and in Executive Officer Positions (Year 9 Report) (Notice). For more information on the CSA’s prior year review, see our November 2022 Blakes Bulletin: CSA Reports Further Progress on Advancement of Women on Boards.

Ninth-Year Review Results

The Notice continues the review for a ninth 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 602 issuers with financial year-ends between December 31, 2022 and March 31, 2023, thereby omitting large Canadian financial institutions with October 31 year-ends.

As in prior years, gradual 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 eighth-year review. See below:

• Overall percentage of board seats occupied by women increased from 24% to 27% compared to the prior year (up from 11% eight years ago), increasing in all size categories of issuers, with the largest issuers leading the way at 35% (up from 33% in the prior year and 21% eight years ago).

• 500 vacant board seats were filled during the year, with 43% of the new directors being women, a decrease of 2% compared to the prior year.

• 89% of issuers have at least one woman on their board, an increase of 2% since last year (up from 49% eight years ago).

• 8% of issuers had a woman as the chair of the board, an increase of 1% since last year.

• 64% of issuers disclosed they had adopted a policy relating to the identification and nomination of women directors, an increase of 3% compared to 61% in the prior year (15% eight years ago), and issuers with such a policy had a greater overall percentage of board seats occupied by women (30%) compared to issuers without such policies (19%).

• 43% of the issuers had targets for the representation of women on their boards, an increase from 39% in the prior year (up from 7% eight years ago), and issuers with such targets had, on average, female board representation of 32%, compared to 22% for issuers without such a target.

• 71% of issuers disclosed having at least one woman in an executive officer position, up from 70% in the prior year (60% eight years ago), with 5% of issuers having a female Chief Executive Officer (5% in each of the prior three years) and 17% having a female Chief Financial Officer (19% in the prior year and 14% five years ago).

• Targets for the representation of women in executive officer positions continue to be uncommon, with 5% of issuers having such targets (4% in the prior year, 6% two years ago and 2% eight years ago).

Conclusion

Change continues to be slow but gradual in the ninth year since the Form was amended to require gender diversity disclosures. The CSA is currently reviewing comments on two alternate sets of proposed amendments to the corporate governance disclosure requirements relating to the director nomination process, board renewal and concepts of broader diversity that were published in April 2023. For further details, see our April 2023 Blakes Bulletin: CSA Discloses Diversity of Potential Changes to Diversity Disclosures.

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