Language selection

Search

Diversity of boards of directors and senior management

On this page

Who must disclose diversity information

Federal distributing corporations, including venture issuers, created under the Canada Business Corporations Act (CBCA) now 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:

Corporations have to report on the representation of 4 designated groups defined in the Employment Equity Act, on their board of directors and senior management teams:

Reporting on the representation of these 4 designated 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 about women, Indigenous peoples, persons with disabilities and visible minorities. It also 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 disclosed includes the following:

Benefits of having a diversity policy

One of the most significant steps to promote dialogue with shareholders about the benefits of diversity is to adopt a written policy relating to the representation of women, Indigenous peoples (First Nations, Inuit and Métis), persons with disabilities and members of visible minorities on the board of directors and among senior management. A written policy allows assessment of the corporation's current diversity and provides a basis for discussion on ways to improve diversity.

Visit the 50 – 30 Challenge page to find out about the benefits of having a more diverse organization and how to promote diversity on corporate boards and among senior management teams by voluntarily participating in the 50-30 Challenge.

Guidelines

Background

Since January 2020, Corporations Canada has been receiving diversity information disclosure.

First-year observations indicate that:

Objectives

These guidelines address how to effectively disclose:

The guidelines are provided to encourage corporations to disclose their diversity information yearly in a more consistent manner. Corporations Canada will continue to receive diversity information disclosure and may provide additional guidelines in the future.

The guidelines are not intended to add any additional disclosure requirements. They also do not address all of the disclosure requirements.

Corporations should consult the requirements for a full list of what information they are required to disclose.

Guidelines details

Effectively disclose the timeframe for diversity information disclosure

Corporations are encouraged to clearly indicate the date of disclosure. This helps to delineate diversity information as of a certain date versus a future or past state of the corporation. For example, a corporation may disclose the information as of its financial year-end, as of the date of its management proxy circular or at any other date chosen by the corporation.

Effectively disclose targets for representation on the board and among senior management

Corporations are encouraged to:

Example 1:

For the board of directors, Corporation ABC has adopted a target to achieve representation of:

For senior management, Corporation ABC has:

Women Persons with disabilities Indigenous peoples Members of visible minorities
Target Time frame Target Time frame Target Time frame Target Time frame
Board of directors 50% By 2025 5% By 2025 5% By 2025 10% By 2025
Senior Management 50% By 2025 No target adopted N/A No target adopted N/A No target adopted N/A

Example 2:

For the board of directors, Corporation ABC has adopted the following targets to achieve representation of:

For senior management, Corporation ABC has adopted the following target:

Women Persons with disabilities
Indigenous peoples
Members of visible minorities
Target Timeframe Target Timeframe
Board of directors 50% By 2025 30% By 2025
Women Persons with disabilities Indigenous peoples Members of visible minorities
Target Time frame Target Time frame Target Time frame Target Time frame
Senior Management 50% By 2025 No target adopted N/A No target adopted N/A 30% By 2025

Effectively disclose the number and percentage of directors from each of the designated groups on the board and among senior management

Corporations are encouraged to:

Example:

As of the date of disclosure, the board of directors of Corporation ABC comprises:

Following the Annual General Meeting and assuming that all the nominees for directors are elected, the board of directors of Corporation ABC will comprise:

As of the date of disclosure, the senior management team of Corporation ABC includes:

Women Persons with disabilities Indigenous peoples Members of visible minorities
Number % Number % Number % Number % Total number Number of individuals that are members of more than one designated group
Board of directors 3 30 0 0 1 10 2 20 10 1
Senior management 5 50 1 10 0 0 1 10 10 2

Following the Annual General Meeting and assuming that all the nominees for directors are elected, the number of women on the board will be 4, representing 40% of the board of directors. There will be no other change in the representation of the designated groups on the board of directors.

How to disclose diversity information to Corporations Canada

As a distributing corporation, you have to disclose diversity information at annual meetings.

You can send diversity information at the same time to your:

How to send the diversity information to Corporations Canada:

Your corporation may choose to include the diversity information in its proxy circular (free). If so, the simplest way to send the information to Corporations Canada is through the Online Filing Centre or by email to ic.corporationscanada.ic@ised-isde.gc.ca.

Note: Even if you file the proxy circular with SEDAR, you also have to file it with Corporations Canada. The exemption from the filing of certain documents does not apply to management documents that are subject to diversity disclosure requirements. Diversity disclosure requirements under the CBCA are broader in scope than what must be disclosed under provincial securities legislation.

Information filed with Corporations Canada is available to the public.

Laws and regulations

Related links

Date modified: