The Ontario Securities Commission (“OSC”), together with most of the other securities commissions in Canada, announced that they have finalized a new disclosure rule that will require issuers listed on the Toronto Stock Exchange to provide annual disclosure on their policies to add more women to their boards and executive ranks.

The new rules unveiled will also require companies to report on their term limits for directors, which proponents argue will help ensure there is more board turnover so new directors – including women – can be added to the mix.

The model for the new disclosure requirements follows a “comply or explain” approach. Specifically, the rule will require the following disclosure regarding:

  • director term limits;
  • policies regarding the representation of women on the board;
  • the board’s or nominating committee’s consideration of the representation of women in the director identification and selection process;
  • the issuer’s consideration of the representation of women in executive officer positions when making executive officer appointments;
  • targets for the representation of women on the board and in executive officer positions; and
  • the number of women on the board and in executive officer positions.

Further, if there are no such limits, polices, considerations or targets, the proposed rule would require the issuer to explain why.

It is expected that this rule will come into force on December 31, 2014 and that, for the vast majority of issuers, the required disclosure will be included in their annual proxy circular.

Invitation for Discussion:

If you would like to discuss this proposed rule in greater detail, or any other business or securities law related matter, please do not hesitate to contact one of the lawyers in the Business Law group at Linmac LLP.


Note that the foregoing is for general discussion purposes only and should not be construed as legal advice to any one person or company. If the issues discussed herein affect you or your company, you are encouraged to seek proper legal advice.