Women on Boards: CSA Reports Marginal Progress and Some Setbacks

According to a recent Canadian Securities Administrators (CSA) report, gender diversity on boards is improving but continues to face hurdles. For the 10th year in a row, the proportion of board seats women hold at public companies in Canada has slightly increased. In contrast, the proportion of companies with three or more women on their boards markedly increased. Many of the other key trends identified by the CSA were relatively flat year-over-year, and the proportion of board vacancies filled by women and the proportion of chief financial officer positions held by women slightly declined.

For more information, see CSA Multilateral Staff Notice 58-317 Review of Disclosure Regarding Women on Boards and in Executive Officer Positions (Year 10 Report) (Notice). For the CSA’s prior year review, see our October 2023 Blakes Bulletin: CSA Reports Mostly Positive Trends in Representation of Women on Boards.

Results from the 10th-Year Review

The Notice continues the review for a 10th 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 574 issuers with financial year-ends between December 31, 2023, and March 31, 2024, thereby omitting large Canadian financial institutions with October 31 year-ends.

Key trends identified in the Notice include the following:

• The overall percentage of board seats occupied by women increased from 27% to 29% compared to the prior year (up from 11% nine years ago). There was a slight increase year-over-year in all size categories of issuers, with the largest issuers leading the way at 36% (up from 35% in the prior year and 21% nine years ago).
• A total of 438 vacant board seats were filled during the year, with 37% of the new directors being women, a decrease of 6% compared to the prior year.
• 90% of issuers have at least one woman on their board, an increase of 1% since last year (up from 49% nine years ago). Notably, the number of issuers with three or more women on their board increased to 42% (36% in the prior year and 8% nine years ago).
• 8% of issuers had a woman as the board chair, representing no change from last year.
• 64% of issuers disclosed they had adopted a policy relating to the identification and nomination of women directors. This represented no change from the prior year (up from 15% nine years ago). Issuers with such a policy had a greater overall percentage of board seats occupied by women (33%) compared to issuers without such policies (20%).
• 44% of the issuers had targets for the representation of women on their boards, an increase from 43% in the prior year (up from 7% nine years ago). Issuers with such targets had, on average, female board representation of 35%, compared to 22% for issuers without such a target.
• 72% of issuers disclosed having at least one woman in an executive officer position, marginally up from 71% in the prior year (up from 60% nine years ago). Additionally, 5% of issuers had a female chief executive officer (5% in each of the prior four years) and 16% had a female chief financial officer (down from 17% in the prior year and from the highwater mark of 19% two years ago).
• Targets for the representation of women in executive officer positions continue to be uncommon, with 7% of issuers having such targets (5% in the prior year and 2% nine years ago).

Looking Forward

The Notice states that the CSA expects this to be the final year it will conduct a review of the above-noted disclosures. After 10 consecutive annual reporting periods under the current disclosure standards, the CSA is exploring potential changes to the diversity-related corporate governance disclosure requirements, as outlined in their proposed amendments published for comment in April 2023. For further details, see our April 2023 Blakes Bulletin: CSA Discloses Diversity of Potential Changes to Diversity Disclosures. 

As discussed in our August 2024 Blakes Bulletin: No Summer Break for the CSA: Selected Securities Law Developments, in the recently published Year In Review 2023–2024, CSA staff disclosed they are currently considering the comments received following the consultation period that ended on September 29, 2023, and are working towards publishing final amendments.