| CSA Multilateral Staff Notice 58-314 Review of Disclosure Regarding Women on Boards and in Executive Officer Positions
Year 8 Report |
Highlights of review findings at a glance
Board seats
Executive officer positions
Policies and targets
Term limits
Disclosure review
Purpose of report
This report outlines key findings from a recent review of public disclosure regarding women on boards and in executive officer positions as required by Form 58-101F1 Corporate Governance Disclosure of National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101). This is the eighth consecutive annual review of this disclosure that we have conducted.[1] The review was completed primarily for the purposes of identifying key trends. A qualitative assessment of compliance with the disclosure requirements was not conducted.
Disclosure requirements
Subject to certain exceptions[2], issuers listed on the Toronto Stock Exchange (TSX) and other non-venture issuers are required to provide disclosure on an annual basis in the following five areas:
The objective of the disclosure requirements is to increase transparency for investors and other stakeholders regarding the representation of women on boards and in executive officer positions, and the approach that issuers take in respect of such representation.
Review sample
As of May 31, 2022, approximately 1,779 issuers were listed on the TSX, of which approximately 792 were subject to the disclosure requirements. The data summarized in this report is based on a review sample of 625 issuers that had year-ends between December 31, 2021 and March 31, 2022 (Year 8) and filed information circulars or annual information forms by July 31, 2022. A breakdown of the issuers in the review sample by market capitalization and industry is set out in Annex A.
Year-over-year comparison of key trends
The following is a snapshot of the year-over-year comparison of the key trends identified in our reviews[3]:
| Trends[4] |
Year 1 |
Year 2 |
Year 3 |
Year 4 |
Year 5 |
Year 6 |
Year 7 |
Year 8 |
| Board representation |
|
|||||||
| Total board seats occupied by women |
11% |
12% |
14% |
15% |
17% |
20% |
22% |
24% |
| Chairs of the board who are women |
-- |
-- |
-- |
-- |
5% |
6% |
6% |
7% |
| Board vacancies filled by women |
-- |
-- |
26% |
29% |
33% |
30% |
35% |
45% |
| Issuers with at least one woman on their board |
49% |
55% |
61% |
66% |
73% |
79% |
82% |
87% |
| Issuers with three or more women on their board |
8% |
10% |
11% |
13% |
15% |
20% |
24% |
30% |
| Board seats occupied by women for issuers with < $1 billion market capitalization |
8% |
9% |
10% |
11% |
13% |
15% |
16% |
18% |
| Board seats occupied by women for issuers with $1-2 billion market capitalization |
11% |
13% |
17% |
19% |
20% |
24% |
24% |
27% |
| Board seats occupied by women for issuers with $2-10 billion market capitalization |
17% |
18% |
18% |
21% |
23% |
26% |
28% |
31% |
| Board seats occupied by women for issuers with over $10 billion market capitalization |
21% |
23% |
24% |
25% |
27% |
31% |
30% |
33% |
| Trends[5] |
Year 1 |
Year 2 |
Year 3 |
Year 4 |
Year 5 |
Year 6 |
Year 7 |
Year 8 |
| Executive officers |
|
|||||||
| Issuers with at least one woman in an executive officer position[6] |
60% |
59% |
62% |
66% |
64% |
65% |
67% |
70% |
| Issuers with a woman CEO |
-- |
-- |
-- |
4% |
4% |
5% |
5% |
5% |
| Issuers with a woman CFO |
-- |
-- |
-- |
14% |
15% |
15% |
17% |
19% |
| Policies |
|
|||||||
| Issuers that adopted a policy relating to the representation of women on their board |
15% |
21% |
35% |
42% |
50% |
54% |
60% |
61% |
| Targets |
|
|||||||
| Issuers that adopted targets for the representation of women on their board |
7% |
9% |
11% |
16% |
22% |
26% |
32% |
39% |
| Issuers that adopted targets for the representation of women in executive officer positions5 |
2% |
2% |
3% |
4% |
3% |
4% |
6% |
4% |
| Term limits |
|
|||||||
| Issuers that adopted director term limits |
19% |
20% |
21% |
21% |
21% |
23% |
23% |
21% |
Board seat findings
The percentage of board seats held by women increased from 11% in year 1 to 24% in year 8.
This year, 580 board seats were vacated during the year and 436 of those seats were filled. Of those filled seats, approximately 45% (196 seats) were filled by women which represents a 10% increase over year 7.
Other notable findings
Variation among industries
The number of women on boards varied by industry. The manufacturing, real estate and utilities industries had the highest percentage of issuers with one or more women on their boards. [7] The mining, oil & gas and biotechnology industries had the lowest percentage of issuers with one or more women on their boards.
Refer to Annex B for a year-over-year comparison of the percentage of issuers with one or more women on their boards by industry.
The number of women in executive officer positions also varied by industry. The utilities, manufacturing and retail industries had the highest percentage of issuers with one or more women in executive officer positions. The mining, technology and oil & gas industries had the lowest percentage of issuers with one or more women in executive officer positions.
Refer to Annex C for a year-over-year comparison of the percentage of issuers with one or more women in executive officer positions by industry.
Diversity measures and board seats held by women
There was a correlation between issuers adopting certain diversity measures and the proportion of board seats held by women.
Term limits
Of the 21% of issuers we reviewed that had adopted director term limits, 36% adopted age limits alone, 30% adopted tenure limits alone, and 34% adopted both age and tenure limits.
Issuers that adopted term limits had an average of 31% of women on their boards, compared to 22% for issuers with no term limits.
Guidance Related to Disclosure Practices
During our review, we noted that issuers generally provide disclosure addressing the disclosure requirements in different ways. As a result of this, the format and content of disclosure may vary from issuer to issuer. It may also be difficult to locate the relevant disclosure within an information circular and it may be difficult to interpret some of the disclosure. In order to address this, issuers should consider presenting data related to the disclosure requirements in a common tabular format. This would improve consistency and comparability and help investors identify and evaluate the relevant disclosure in an efficient manner. Refer to CSA Multilateral Staff Notice 58-313 Review of Disclosure Regarding Women on Boards and in Executive Officer Positions (Year 7 Report) for specific guidance on the format of tabular reporting.
Questions
If you have any questions regarding this report, please contact:
Ontario Securities Commission
Jo-Anne Matear
☏ 416-593-2323
📧 jmatear@osc.gov.on.ca
Katie DeBartolo
☏ 416-593-2166
📧 kdebartolo@osc.gov.on.ca
Jonathan Blackwell
☏ 416-593-8138
📧 jblackwell@osc.gov.on.ca
Aisha Suleman
☏ 416-593-2324
📧 asuleman@osc.gov.on.ca
Alberta Securities Commission
Nicole Law
☏ 403-355-4865
📧 nicole.law@asc.ca
Jennifer Smith
☏ 403-355-3898
📧 jennifer.smith@asc.ca
Financial and Consumer Affairs Authority of Saskatchewan
Heather Kuchuran
☏ 306-787-1009
📧 heather.kuchuran@gov.sk.ca
The Manitoba Securities Commission
Patrick Weeks
☏ 204-945-3326
📧 patrick.weeks@gov.mb.ca
Autorité des marchés financiers
Martin Latulippe
☏ 514-395-0337, ext.4331
📧 martin.latulippe@lautorite.qc.ca
Financial and Consumer Services Commission (New Brunswick)
Ella-Jane Loomis
☏ 506-453-6591
📧 ella-jane.loomis@fcnb.ca
Nova Scotia Securities Commission
Valerie Tracy
☏ 902-424-5718
📧 valerie.tracy@novascotia.ca
Annex A
Annex B
The following is a year-over-year comparison of the percentage of issuers with at least one woman on their board by industry:
| Industry |
Year 1 |
Year 2 |
Year 3 |
Year 4 |
Year 5 |
Year 6 |
Year 7 |
Year 8 |
| Biotechnology |
65% |
57% |
56% |
56% |
67% |
59% |
64% |
85% |
| Financial Services |
59% |
67% |
60% |
61% |
73% |
77% |
85% |
86% |
| Manufacturing |
60% |
68% |
84% |
89% |
93% |
93% |
95% |
98% |
| Mining |
35% |
38% |
54% |
59% |
62% |
72% |
78% |
80% |
| Oil & Gas |
40% |
40% |
45% |
56% |
70% |
73% |
81% |
84% |
| Real Estate |
64% |
66% |
59% |
73% |
80% |
90% |
89% |
91% |
| Retail |
78% |
79% |
89% |
84% |
86% |
91% |
94% |
88% |
| Technology |
39% |
52% |
52% |
68% |
73% |
84% |
74% |
86% |
| Utilities |
86% |
82% |
86% |
81% |
85% |
87% |
90% |
90% |
Annex C
The following is a year-over-year comparison of the percentage of issuers with at least one woman in an executive officer position by industry:
| Industry |
Year 1 |
Year 2 |
Year 3 |
Year 4 |
Year 5 |
Year 6 |
Year 7 |
Year 8 |
| Biotechnology |
48% |
66% |
71% |
64% |
61% |
73% |
82% |
71% |
| Financial Services |
64% |
63% |
66% |
71% |
76% |
71% |
74% |
75% |
| Manufacturing |
61% |
81% |
79% |
80% |
70% |
74% |
76% |
90% |
| Mining |
52% |
49% |
52% |
56% |
52% |
52% |
57% |
55% |
| Oil & Gas |
49% |
46% |
48% |
53% |
54% |
58% |
58% |
66% |
| Real Estate |
76% |
76% |
80% |
80% |
83% |
79% |
79% |
85% |
| Retail |
82% |
71% |
68% |
76% |
80% |
78% |
88% |
88% |
| Technology |
45% |
44% |
59% |
52% |
55% |
68% |
55% |
61% |
| Utilities |
65% |
73% |
67% |
75% |
70% |
75% |
79% |
92% |
[1] The trends from our first seven annual reviews are set out in CSA Multilateral Staff Notices 58-307 (year 1), 58-308 (year 2), 58-309 (year 3), 58-310 (year 4), 58-311 (year 5), 58-312 (year 6) and 58-313 (year 7).
[2] Certain TSX listed issuers, such as exchange traded funds, closed-end funds, designated foreign issuers and SEC foreign issuers are not subject to the disclosure requirements.
[3] Due to the scope of our sample, our findings, and the comparisons between the current year and the prior six years provide only a partial picture. The issuers in the current year and the prior year samples vary for several reasons including:
• issuers being delisted from the TSX,
• issuers’ listings of securities being moved to the TSX-V,
• corporate reorganizations resulting in issuers no longer being listed on the TSX,
• issuers filing information circulars after July 31, 2022 (Year 8),
• issuers completing initial public offerings and becoming listed on the TSX, and
• issuers ceasing to be reporting issuers.
[4] Where a percentage is not identified in this table for a particular trend in a specific year, it is generally because that trend was not included in our reporting during that year’s review process.
[5] Where a percentage is not identified in this table for a particular trend in a specific year, it is generally because that trend was not included in our reporting during that year’s review process.
[6] The decrease in year 5 is driven in part by a change in methodology used to capture executive officer data. Issuers may have included in their disclosure, positions and/or targets for a group other than executive officers, as that term is defined in NI 58-101. In year 5, we focused more closely on disclosure regarding “executive officers” as defined.
[7] The larger Canadian banks, which are part of an industry that has generally been an early adopter of diversity initiatives, are not captured in the data sample for this review.