CSA Multilateral Staff Notice 58-317: Review of Disclosure Regarding Women on Boards and in Executive Officer Positions - Year 10 Report

October 30, 2024
CSA Multilateral Staff Notice 58-317
Review of Disclosure Regarding Women on Boards and in Executive Officer Positions Year 10 Report

Highlights of review findings at a glance
Board seats
Executive officer positions
Policies and targets
Term limits
64% of issuers adopted a policy relating to the representation of women on their board 44% of issuers adopted targets for the representation of women on their board 7% of issuers adopted targets for the representation of women in executive officer positions 29% of board seats were held by women 8% of the chairs of the board were women 37% of vacated board seats were filled by women 5% of issuers had a woman chief executive officer (CEO) 16% of issuers had a woman chief financial officer (CFO) 72% of issuers had at least one woman in an executive officer position 25% of issuers adopted director term limits 40% of issuers adopted other mechanisms of board renewal (but not director term limits) 32% of issuers did not adopt director term limits or other mechanisms of board renewal

Disclosure review
Purpose of report
This report outlines key findings from a recent review of public disclosure required by Form 58-101F1 Corporate Governance Disclosure of Regulation 58-101 respecting Disclosure of Corporate Governance Practices (Regulation 58-101) regarding women on boards and in executive officer positions. This is the tenth 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. We expect that this will be the final year that we conduct a review of the above-noted disclosures. After ten annual reporting periods under the current disclosure standards, we are exploring potential changes to diversity-related disclosure requirements, as outlined in our notice of consultation dated April 13, 2023 about draft Regulation to amend Regulation 58-101, more particularly Form 58-101F1 Corporate Governance Disclosure, and draft amendments to Policy Statement 58-201 to Corporate Governance Guidelines. We are continuing to work towards a harmonized national disclosure framework considering feedback received following our publication for comment.

1 The trends from our first nine 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), 58-313 (year 7), 58-314 (year 8) and 58-316 (year 9).

Disclosure requirements
Subject to certain exceptions2
, 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, 2024, approximately 1,809 issuers were listed on the TSX, of which approximately 709 were subject to the disclosure requirements. The data summarized in this report is based on a review sample of 574 issuers that had year-ends between December 31, 2023 and March 31, 2024 (Year 10) and filed information circulars or annual information forms by July 31, 2024. A breakdown of the issuers in the review sample by market capitalization and industry is set out in Annex A. 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. Number and percentage of women on boards and in executive officer roles Targets for the number or percentage of women on its board and in executive officer positions Director term limits and other mechanisms of board renewal Written policies relating to identification and nomination of women directors Consideration of the representation of women when identifying and nominating directors and making executive officer appointments

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 reviews3 :
3 Due to the scope of our sample, our findings, and the comparisons between the current year and the prior nine 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, 2024 (Year 10),
• 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.
  Trends4 Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Year
  Board representation
  Total board seats occupied by women
  11% 12% 14% 15% 17% 20% 22% 24% 27% 29%
  Chairs of the board who are women
  -- -- -- -- 5% 6% 6% 7% 8% 8%
  Board vacancies filled by women
  -- -- 26% 29% 33% 30% 35% 45% 43% 37%
  Issuers with at least one woman on their board 49% 55% 61% 66% 73% 79% 82% 87% 89% 90% Issuers with three or more women on their board 8% 10% 11% 13% 15% 20% 24% 30% 36% 42% Board seats occupied by women for issuers with < $1 billion market capitalization 8% 9% 10% 11% 13% 15% 16% 18% 21% 23% Board seats occupied by women for issuers with $1-2 billion market capitalization 11% 13% 17% 19% 20% 24% 24% 27% 30% 31% Board seats occupied by women for issuers with $2-10 billion market capitalization 17% 18% 18% 21% 23% 26% 28% 31% 33% 35% Board seats occupied by women for issuers with over $10 billion market capitalization 21% 23% 24% 25% 27% 31% 30% 33% 35% 36%

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 Regulation 58-101. In year 5, we focused more closely on disclosure regarding “executive officers” as defined. Trends5 Year Year Year Year Year Year Year Year Year Year Executive officers Issuers with at least one woman in an executive officer position6 60% 59% 62% 66% 64% 65% 67% 70% 71% 72% Issuers with a woman CEO -- -- -- 4% 4% 5% 5% 5% 5% 5% Issuers with a woman CFO -- -- -- 14% 15% 15% 17% 19% 17% 16% Policies Issuers that adopted a policy relating to the representation of women on their board 15% 21% 35% 42% 50% 54% 60% 61% 64% 64% Targets Issuers that adopted targets for the representation of women on their board 7% 9% 11% 16% 22% 26% 32% 39% 43% 44% Issuers that adopted targets for the representation of women in executive officer positions6 2% 2% 3% 4% 3% 4% 6% 4% 5% 7% Term limits Issuers that adopted director term limits 19% 20% 21% 21% 21% 23% 23% 21% 23% 25%

Board seat findings
The percentage of board seats held by women increased from 11% in year 1 to 29% in year 10. This year, 581 board seats were vacated and 438 of those seats were filled. Of those filled seats, approximately 37% (160 seats) were filled by women.

Other notable findings
Variation among industries
The number of women on boards varied by industry. The utilities, manufacturing and real estate industries had the highest percentage of issuers with one or more women on their boards. 7 The biotechnology, mining and financial services industries had the lowest percentage of issuers with one or more women on their boards. Over the past 10 years, the percentage of issuers with at least one woman on the board has increased significantly across all industries. 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. 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.

The number of women in executive officer positions also varied by industry. The retail, utilities, manufacturing and real estate industries had the highest percentage of issuers with one or more women in executive officer positions. The mining, biotechnology, oil & gas and technology industries had the lowest percentage of issuers with one or more women in executive officer positions. Over the past 10 years, the percentage of issuers with at least one woman in an executive officer position has increased by 20% or more in each of the utilities, technology, biotechnology and oil & gas industries. 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.

Issuers who set targets for the representation of women on their boards had a greater proportion of board seats held by women. Issuers that adopted board targets had an average of 35% of their board seats held by women, compared to 22% for issuers without targets. Issuers that adopted a written policy relating to the representation of women on their board also tended to have a greater proportion of board seats held by women. Issuers that adopted a policy relating to the representation of women on their boards had an average of 33% of women on their boards, compared to 20% for issuers with no such policy.

Term limits
Of the 25% of issuers we reviewed that had adopted director term limits, 32% adopted age limits alone, 37% adopted tenure limits alone, and 31% adopted both age and tenure limits. Issuers that adopted term limits had an average of 35% of women on their boards, compared to 26% for issuers with no term limits. Issuers that adopted other mechanisms of board renewal alone had an average of 29% of women on their boards, compared to 23% for issuers with no term limits or other mechanisms for board renewal.

Questions
If you have any questions regarding this report, please contact:
Autorité des marchés financiers
Olivier Girardeau
☏ 514-395-0337, ext.4334
📧📧 olivier.girardeau@lautorite.qc.ca
Yasmine Garreau
☏ 514-395-0337, ext.4697
📧📧 yasmine.garreau@lautorite.qc.ca
Yassine Ben Messaoud
☏ 514-395-0337, ext.4328
📧📧 yassine.benmessaoud@lautorite.qc.ca
Ontario Securities Commission
Jo-Anne Matear
☏ 416-593-2323
📧📧 jmatear@osc.gov.on.ca
Jodie Hancock
☏ 416-593-2316
📧📧 jhancock@osc.gov.on.ca
Jonathan Blackwell
☏ 416-593-8138
📧📧 jblackwell@osc.gov.on.ca
Aisha Suleman
☏ 416-204-8960
📧📧 asuleman@osc.gov.on.ca
Alberta Securities Commission
Jonathan Taylor
☏ 403-297-4770
📧📧 jonathan.taylor@asc.ca
Anna Wong
☏ 403-355-3871
📧📧 anna.wong@asc.ca
Oliver Luetjen
☏ 403-297-2210
📧📧 oliver.luetjen@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 Financial and Consumer Services Commission (New Brunswick) Moira Goodfellow ☏ 506-444-2575 📧📧 moira.goodfellow@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
Year
Year
Year
Year
Year
Year
Year
Year
Year
Biotechnology 65% 57% 56% 56% 67% 59% 64% 85% 82% 81% Financial Services 59% 67% 60% 61% 73% 77% 85% 86% 88% 88% Manufacturing 60% 68% 84% 89% 93% 93% 95% 98% 98% 98% Mining 35% 38% 54% 59% 62% 72% 78% 80% 82% 87% Oil & Gas 40% 40% 45% 56% 70% 73% 81% 84% 89% 91% Real Estate 64% 66% 59% 73% 80% 90% 89% 91% 94% 94% Retail 78% 79% 89% 84% 86% 91% 94% 88% 96% 92% Technology 39% 52% 52% 68% 73% 84% 74% 86% 92% 89% Utilities 86% 82% 86% 81% 85% 87% 90% 90% 95% 100%

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
Year
Year
Year
Year
Year
Year
Year
Year
Year
Biotechnology 48% 66% 71% 64% 61% 73% 82% 71% 69% 69% Financial Services 64% 63% 66% 71% 76% 71% 74% 75% 79% 73% Manufacturing 61% 81% 79% 80% 70% 74% 76% 87%8 87% 78% Mining 52% 49% 52% 56% 52% 52% 57% 55% 50% 56% Oil & Gas 49% 46% 48% 53% 54% 58% 58% 66% 69% 72% Real Estate 76% 76% 80% 80% 83% 79% 79% 85% 87% 78% Retail 82% 71% 68% 76% 80% 78% 88% 88% 90% 95% Technology 45% 44% 59% 52% 55% 68% 55% 61% 69% 72% Utilities 65% 73% 67% 75% 70% 75% 79% 85%8 87% 93% 8 This percentage has been updated/corrected, as compared to the amount originally disclosed in the year 8 report.