Institute of Corporate Directors Commends OSC Diversity Initiative

Apr 16, 2014
The Institute of Corporate Directors (ICD), Canada’s association representing corporate directors today commended the Ontario Securities Commission (OSC) and the Province of Ontario for assuming a leadership position on the important issue of gender diversity. The ICD also encouraged the OSC to work within the Canadian Securities Administrators (CSA) to develop a national initiative on gender diversity that is reflective of Ontario’s approach.  

The ICD submitted these comments as part of a letter to the OSC on proposed amendments to the corporate governance disclosure practices (Form 58-101F1 and NI 58-101) with regards to gender diversity.
“The OSC has come up with a reasonable approach to gender diversity and we hope that this proposal forms part of a broader Canadian initiative in the near future,” said Stan Magidson, President and CEO of the ICD. “The ICD believes Canadian boards, issuers and shareholders should not be put in a position of having to navigate a ‘patchwork’ of regulations and expectations.”
In the letter, the ICD also states that it has long advocated for a “comply or explain” regime in previous consultations with the government and regulators. Other specific comments from the letter include:
  • Issuers should disclose targets regarding the representation of women on the board and how they measure up against that target over time. If there are no targets, the issuer should be asked to disclose how they otherwise plan to encourage diversity;
  • New requirements should be introduced for all non-venture issuers at the same time, regardless of market capitalization or index membership;
  • The issue of term limits is much broader and more complex than solely its relationship to diversity, and so should be approached in a separate consultation. The ICD is a proponent of the continuous upgrading of organizations’ boards, but does not think that renewal should come down simply to a matter of counting;
  • Proposed requirements to disclose the number and proportion of executive officers at subsidiary entities of the issuer who are women are unnecessary and overly burdensome and should not form part of the amendments.
“We believe the proposed amendments should be considered a first step towards a broader diversity agenda and we look forward to working with the OSC and others on proposals to add greater value to Canadian corporations by diversifying the skill-sets, professional and personal experiences in our boardrooms,” said Mr. Magidson.
In December 2011, the ICD published a report entitled Diversity in the Boardroom - Findings and Recommendations of the Institute of Corporate Directors. This report sets out why the ICD believes diversity is important to corporate governance and the ICD’s recommendations for enhancing board diversity. To review the report, as well as the ICD’s policy positions, please visit the ICD website at