In depth
Two approaches
While substantially retaining the current disclosure on representation of women required in the 2014 Requirements, the CSA proposes two options to enhance diversity disclosure:
1) Flexible reporting (Form A) — Form A does not require disclosure of any specific group other than women. It gives the issuer the flexibility to determine what aspects of diversity are most beneficial to advance its business and strategy, to design its diversity practices and policies, and to determine how to disclose collected data.
2) Mandatory reporting (Form B) — Form B requires disclosure in a standardized tabular format on historically underrepresented groups beyond women: Indigenous peoples; racialized persons; persons with disabilities; and LGBTQ2SI+ persons ("Designated Groups"). Women and the persons identified in the Designated Groups, other than LGBTQ2SI+ persons, are the same as those persons for whom the Canada Business Corporations Act currently prescribes diversity disclosure. Form B is supported by the Ontario Securities Commission, while the other Canadian securities regulatory authorities support Form A or have not expressed a preference.
Examples of diversity disclosure requirements
The following is a brief summary of some elements of the Proposals that go beyond the 2014 Requirements:
| Subject |
Form A |
Form B |
| Identified Groups or Designated Persons — beyond women |
Disclose information with respect to any "identified groups" that the issuer determines are part of its strategy respecting diversity ("Identified Groups"). |
Disclose information with respect to Designated Groups. |
| Policy regarding identification and nomination of directors |
Describe the approach to achieving or maintaining diversity on its board, including its objectives as they relate to women and to individuals from Identified Groups, mechanisms that the issuer has adopted to achieve those objectives, how the issuer measures achievement, and the annual and cumulative achievement of the objectives.
Disclose written policy or process relating to women and Identified Groups. Explain why if there are none. |
Describe written strategy regarding achieving or maintaining diversity on the board, including any written policy relating to representation on the board by Designated Groups. If there is no such policy, explain why. |
| Executive officer positions |
Disclose the same information on the diversity approach and objectives for executive officer positions as would be required for the board. |
Do not disclose the consideration of diversity when making executive officer appointments or approach to talent management for executive officers as such granular disclosure may increase the regulatory burden without any corresponding benefit for investors. |
| Targets |
Disclose targets for women and members from Identified Groups on the board and in executive officer positions, including numbers or percentages, timeframe and achievement. If there are no targets, explain why. |
Similar to Form A but include women and Designated Groups presented in tabular form. |
| Data on number and proportion on board and in executive officer positions |
For Identified Groups, disclose only if data is collected. |
Disclose in tabular format, for the current and prior two years, those who self-identify as a member of a Designated Group or of other diverse groups identified by the board, and disclose the number of women, as well as those in Designated Groups that filled vacant board seats during the prior year. |
Board nominations and board renewal
The Proposals also require, among others: more details regarding how the board identifies and evaluates new candidates for board nomination and how the board addresses board renewal; and whether there is a written policy about the nomination process and, if not, how the board carries out the process. Form B asks whether the written policy also addresses the nomination of persons from Designated Groups.
Implications
Issuers must seriously consider the issue of diversity beyond women and formally review their diversity practices and policies. We note the view of Glass Lewis that shareholders are best served when boards try to ensure that directors are reasonably diverse on the basis of factors that include race and gender. For 2024 and for companies in the S&P/TSX Composite Index, ISS generally recommends — subject to certain exceptions — voting against or voting withhold for the chair of the committee responsible for nominating directors (or chair of the board where there is no committee) if the board has no apparent racially or ethnically diverse members. Such members are Aboriginal peoples and members of visible minorities. Though still a "comply or explain" approach and not prescriptive, implementing one of options in the Proposals, along with other recent developments emphasizing the importance of diversity, will impact the evolution of non-venture issuers' diversity practices and increase diverse representation on boards and in executive officer positions, as arguably has been the case with the 2014 Requirements — albeit slowly.
