Dear Council Members,

As expected the Ontario Securities Commission (OSC) published the much anticipated Final Rules this morning. This announcement by securities regulatory authorities in Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Québec and Saskatchewan, will come into effect December 31, 2014, in time for the 2015 proxy season.

Yesterday, we said we expected to see the Final Rules reflect the expanded model of the disclosure requirements as set out in the January 2014 Proposed Amendments. We had recommended more onerous disclosure requirements than the ones first set out in the July 2013 Consultation Paper. Our recommendations reflect the lessons learned in other jurisdictions, namely the UK and Australia, with ‘comply or explain’ as well as the feedback garnered from Council member organizations and FP500 directors.

As stated in the OSC press release, this final amendment of National Instrument 58-101 Disclosure of Corporate Governance Practices and Form 58-101F1 Corporate Governance Disclosure will require non-venture issuers to provide annual disclosure on a number of items endorsed by the Council, including:

     • 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 regarding 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.

We are pleased to see the OSC move forward with changes to their disclosure regime, as they have implemented a number of our recommendations. We are particularly happy to see the OSC respond to our comment and agree that issuers must adopt a written board policy regarding the representation of women on their board.

You may recall we had called for explicit requirements regarding disclosure, including definitions, which we feel are needed to achieve the goals set out. Further, we were hoping disclosure would be required on websites, not only in annual circulars; that targets would reflect both the number and percentage of women, based on board size and industry, and that they be established by December 2016; and that compliance with disclosure requirements be reviewed each year. These are still the recommendations of the Council and we will continue to encourage the securities regulatory authorities to adopt them. We are concerned with the newly introduced “mechanisms” of renewal of the board provision.

Once again we thank you, our members, for providing the feedback that inspired our recommendations to the OSC and which helped bring these Final Rules into being. We look forward to seeing the impact this action will have on Corporate Canada and believe this will move us closer to our vision to see the percentage of FP500 board seats held by women rise to 20% by 2015 and 30% by 2018!

Warmest regards,

Pamela Jeffery
CBDC Founder