Diversity of boards of directors and senior management
Federal distributing corporations, including venture issuers, created under the Canada Business Corporations Act will soon need to disclose information to their shareholders on the diversity of their boards of directors and senior management teams.
A corporation's senior management team includes any of the following:
- chair and vice-chair of the board of directors
- president of the corporation
- chief executive officer and chief financial officer
- vice-president in charge of a principal business unit, division or function, including sales, finance or production
- anyone who performs a policy-making function within the corporation.
For all annual meetings held on or after January 1, 2020, distributing corporations have to report on the representation of four designated groups on their board of directors and senior management teams.
These groups are defined in the Employment Equity Act, and include:
- Indigenous peoples (First Nations, Inuit and Métis)
- persons with disabilities
- members of visible minorities.
Reporting on the representation of these four groups is the minimum requirement. Corporations may choose to disclose information about any other groups they believe contribute to the diversity of their boards and senior management teams.
What information to disclose
Your distributing corporation has to disclose information similar to what it likely currently reports on under provincial securities rules relating to women on boards and within senior management. In addition to women, your corporation now has to disclose information about Indigenous peoples, persons with disabilities and visible minorities.
Your corporation has to either disclose information about its policies and targets for the representation of the designated diversity groups, or explain why it does not have a policy and targets.
The information your corporation needs to disclose includes the following:
- whether it has adopted term limits or other mechanisms of board renewal
- whether it has a written policy relating to the identification and nomination of directors from the designated groups, and if so, provide a description of the policy
- whether and, if so, how your board or nominating committee considers diversity on the board in identifying and nominating candidates for election or re-election to the board
- whether and, if so, how your corporation considers diversity when making senior management appointments
- whether your corporation has targets for representation on the board and among senior management for each of the designated groups and, if so, progress in achieving those targets; and
- the number and percentage of directors from each of the designated groups on the board and among senior management.
How to disclose diversity information
Your corporation has to disclose diversity information at annual meetings starting in 2020.
Send diversity information at the same time to:
- shareholders, with the annual meeting notice, and
- Corporations Canada.
Your corporation may choose to include the diversity information in its proxy circular. If so, the simplest way to send the information to Corporations Canada is to submit your corporation's proxy circular through the Online Filing Centre at no cost.
Information filed with Corporations Canada is available to the public.
Laws and regulations
- Bill C-25
- Diversity Regulations Amending the Canada Business Corporations Regulations, 2001
- Canada Business Corporations Act
- Date modified: