Amendments to Regulation 58-101 Respecting Disclosure of Corporate Governance Practices

REGULATION TO AMEND REGULATION 58-101 RESPECTING DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES Securities Act (chapter V-1.1, s. 331.1, par. (1), (19.5) and (34))

1. Section 1.1 of Regulation 58-101 respecting Disclosure of Corporate Governance
   Practices (chapter V-1.1, r. 32) is amended:
   (1) by inserting, after the definition of the expression “code”, the following:
   ““designated group” means any of the following: Indigenous peoples, LGBTQ2SI+ persons, racialized persons, persons with disabilities or women;”; (2) by inserting, after the definition of the expression “executive officer”, the following:
   ““Indigenous peoples” means persons who are First Nations, Inuit or Métis of Canada; ““LGBTQ2SI+ persons” includes persons who are any of the following:
   lesbian, gay, bisexual, transgender, 2-spirit, intersex or queer;”; (3) by inserting, after the definition of the expression “MD&A”, the following:
   ““persons with disabilities” means persons who have a long-term or recurring physical, mental, sensory, psychiatric or learning impairment and who (a) consider themselves to be disadvantaged in employment by reason of that impairment, or (b) believe that an employer or potential employer is likely to consider them to be disadvantaged in employment by reason of that impairment; and includes persons whose functional limitations owing to their impairment have been accommodated in their current job or workplace; ““racialized persons” means persons, other than Indigenous peoples, who are non-Caucasian in race or non-white in colour;”.
2. Form 58-101F1 of the Regulation is amended:
   (1) by replacing item 6 by the following:
   “6. Board Nominations
   Describe how the board identifies and evaluates new candidates for nomination to the board, including, for greater certainty:
   (a) whether the board has a nominating committee, and if so, whether the nominating committee is composed entirely of independent directors; (b) if the board does not have a nominating committee, or if the nominating committee is not composed entirely of independent directors, what steps the board takes to encourage an objective nomination process; (c) any written policy respecting the nomination process, including, for greater certainty, the nomination of persons from the designated groups;

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(d) if the board does not have a written policy respecting the nomination process, how the board carries out the nomination process; (e) how the board manages any conflicts of interest that arise or could arise during the nomination process; (f) whether the board has a composition matrix setting out the mix of skills, knowledge, experience, competencies and attributes that the board currently has and is looking to obtain in its membership; (g) the skills, knowledge, experience, competencies and attributes of candidates that are considered when evaluating a candidate. “6.1. Board Renewal Describe how the board addresses board renewal, including, for greater certainty:
(a) any term limits for directors that the board has adopted; (b) any mechanisms of board renewal, other than term limits for directors, adopted by the board and how the mechanisms contribute to board renewal; (c) if the board has not adopted term limits for directors or other mechanisms of board renewal, why it has not done so. “6.2. Approach to Diversity Describe the issuer’s written strategy regarding achieving or maintaining diversity on the board, including:
(a) any written policy that the board has adopted as it relates to the representation on the board by persons from the designated groups; and (b) if the board has not adopted a policy referred to in paragraph (a), why it has not done so. “6.3. Targets and Other Measurable Objectives (a) Disclose whether the issuer has set a target number or percentage, or a range of numbers or percentages, regarding the representation of the following groups to be achieved by a specific date:
(i) women on the issuer’s board;
(ii) persons from the designated groups other than women on the issuer’s board; (iii) women in executive officer positions of the issuer; and (iv) persons from the designated groups other than women in executive officer positions of the issuer. (b) If the issuer has not set a target for each group referred to in paragraph (a), disclose why it has not done so. (c) If the issuer has set a target referred to in paragraph (a), complete the following table as at the issuer’s most-recently completed fiscal year end.

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Target Timeframe for achieving the target Annual and cumulative progress in achieving the target Women on the issuer’s board [Insert number or percentage or a range of numbers or percentages of women on the board] [Insert the date for achievement of target] [Insert year in which the target was achieved or if it has not been achieved insert “not applicable”. If the target was previously achieved but the number or percentage of women on the board is below the target, provide this information.] Discuss the issuer’s progress in meeting and maintaining the target. Persons from designated groups (other than women) on the issuer’s board [Insert number or percentage or a range of numbers or percentages of persons from designated groups (other than women) on the board] [Insert the date for achievement of target] [Insert year in which the target was achieved or if it has not been achieved insert “not applicable”. If the target was previously achieved but the number or percentage of persons from designated groups (other than women) on the board is below the target, provide this information.] Discuss the issuer’s progress in meeting and maintaining the target. Women in executive officer positions of the issuer [Insert number or percentage or a range of numbers or percentages of women in executive officer positions of the issuer] [Insert the date for achievement of target] [Insert year in which the target was achieved or if it has not been achieved insert “not applicable”. If the target was previously achieved but the number or percentage of women in executive officer positions is below the

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(d) Describe any measurable objectives of the issuer’s written strategy, other than targets, that relate to the representation of persons from the designated groups, including:
(i) the mechanisms that the issuer has implemented to achieve the objectives; (ii) how the issuer measures progress in achieving the objectives; and (iii) the annual and cumulative progress achieved in respect of the objectives. “6.4. Number of Persons from Designated Groups on the Issuer’s Board and in Executive Officer Positions (a) Complete the following table as at the issuer’s most-recent fiscal year end date and as at the fiscal year end for each of the two preceding years. [insert year] [insert year] [insert year] Number of directors on the issuer’s board who self￾identify as:
Women
Indigenous peoples
LGBTQ2SI+ persons
Persons with disabilities
Racialized persons target, provide this information.]
Discuss the issuer’s progress in meeting and maintaining the target. Persons from designated groups (other than women) in executive officer positions of the issuer [Insert number or percentage or a range of numbers or percentages of persons from designated groups (other than women) in executive officer positions of the issuer] [Insert the date for achievement of target] [Insert year in which the target was achieved or if it has not been achieved insert “not applicable”. If the target was previously achieved but the number or percentage of persons from designated groups (other than women) in executive officer positions is currently below the target, provide this information.] Discuss the issuer’s progress in meeting and maintaining the target.

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Number of individuals that are members of more than one designated group Total number of the directors on the issuer’s board (b) Complete the following table in respect of the issuer’s most recent completed fiscal year. (c) Complete this table as at the issuer’s most recent fiscal year end date and as at the fiscal year end for each of the two preceding years. [insert year] [insert year] [insert year] Number of the issuer’s executive officers who self-identify as:
Women
Indigenous
LGBTQ2SI+
Persons with disabilities
Racialized persons
Number of individuals that are members of more than one designated group Total number of executive officers ”; (2) by striking out items 10 to 15; (3) by striking out instructions 4 and 5; (4) by adding, after instruction 5, the following:
“(6) The information reported in item 6.4 must be based on voluntary disclosure (i.e. self-identification) by board members and executive officers. This information is reported in the aggregate and, as such, does not require disclosure about how any one individual self-identifies. Issuers are responsible for compliance with all applicable privacy laws.”.
3. (1) This Regulation comes into force on (indicate here the date of coming into
force of this Regulation).
(2) In Saskatchewan, despite paragraph (1), if this Regulation is filed with the Registration of Regulations after (indicate here the date of coming into force of this Regulation), this Regulation will come into force on the day on which it is filed with the Registrar of Regulations. [insert year] Number of board seats filled during the year by directors who self-identify as:
Women
Persons from designated groups, other than women Total number of board seats filled in the year