TORONTO, Oct. 4, 2013 /CNW/ - On October 3, 2013, the Canadian Society of Corporate Secretaries ("CSCS") submitted a comment letter to the Ontario Securities Commission
(OSC) in response to their request for comments on their Staff
Consultation Paper 58-401: Disclosure Requirements Regarding Women on Boards and in Senior
As the principal advocate for those who work in the front lines of
corporate governance, CSCS strives to enhance the public's awareness of
the importance of good governance. CSCS is the voice of governance
professionals in Canada and participates with other stakeholders,
including capital markets participants, government bodies and
regulators, in fostering a governance environment that sets Canada
apart in the world. CSCS also supports its membership with continuing
education and networking opportunities.
In preparation for this response CSCS undertook a consultation with our
members at open sessions held in Vancouver, Calgary and Toronto in
The CSCS member consultations were well attended, and small, mid and
large-cap issuers were all represented. The comments provided in our
letter represent the general views of members who participated in the
consultations for a course of action that is believed to be both
effective and not overly prescriptive.
CSCS applauds the OSC for addressing the critical issue of gender
diversity on boards and in senior management of Canadian publicly
traded corporations (Corporations). Our members believe that achieving
gender diversity is a positive step towards greater diversity and we
encourage the OSC to consider further diversity initiatives that will
encourage corporations to work towards including under-represented
groups in senior management and on their board of directors.
Our members felt that best practice guidelines, together with mandated
disclosure, are the ideal combination - allowing a Corporation to
determine the appropriate path for it to reach gender diversity and
ensure transparency to stakeholders. Members who participated in the
consultations were divided in their views as to whether Corporations
should be required to: (i) disclose their approach to gender diversity
with reference to such best practice guidelines, explaining any
differences ("comply or explain") or (ii) satisfy certain minimum best
practice guidelines including a target percentage of 20% to 40% to be
achieved over a five year or longer period.
It was felt that most Corporations should be able to:
Determine the target and time line (based solely on its own assessment
or within the minimum guidelines, as the case may be) appropriate to
As information becomes available, benchmark the target;
Disclose the reasoning behind the selected target;
Disclose the details of the plan to be implemented in order to reach the
target through board renewal process, proactive management or inclusion
of new policies or practices, such as term limits; and
Annually report on progress.
Requiring Corporations to explain their self-governing approach to
implementing gender diversity practices in their senior management and
on their boards will result in clear and useful disclosure (rather than
boilerplate language) and provide stakeholders with good information on
each Corporation's views and commitments to creating gender diversity
within their own organization.
A copy of our comment letter can be found on the CSCS website (www.cscs.org) or by clicking HERE.
SOURCE: Canadian Society of Corporate Secretaries
For further information:
Lynn Beauregard, President
255-55 St. Clair Avenue West
Phone: 1-416-921-5449, Ext 306