CSA Notice of Publication: Draft Regulation to Amend Regulation 58-101 Respecting Disclosure of Corporate Governance Practices

CSA NOTICE OF CONSULTATION
DRAFT REGULATION TO AMEND REGULATION 58-101 RESPECTING DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES, MORE PARTICULARLY TO FORM 58-101F1, CORPORATE GOVERNANCE DISCLOSURE DRAFT AMENDMENTS TO POLICY STATEMENT 58-201 TO CORPORATE GOVERNANCE GUIDELINES April 13, 2023 Introduction The Canadian Securities Administrators (CSA or we) are publishing for a 90-day comment period:

• two Draft Regulation to amend Regulation 58-101 respecting Disclosure of Corporate
  Governance Practices (the Regulation), including Form 58-101F1 Corporate Governance Disclosure (Form 58-101F1) (Draft Amendments to the Regulation);
• two Draft Amendments to Policy Statement 58-201 to Corporate Governance Guidelines (the
  Policy Statement) (Draft Amendments to the Policy Statement); (collectively, the Draft Amendments), pertaining to board nominations, board renewal and diversity and, in the case of the Regulation, to section 1.1. The CSA is seeking comment on two approaches to build upon the existing disclosure requirements in Form 58-101F1 regarding the representation of women on boards and in executive officer positions and board renewal adopted by most CSA jurisdictions in 20141 (the 2014 Requirements). While each approach is premised on different concepts discussed further below, both approaches are intended to provide enhanced, decision-useful information to investors to assist with their investment and voting decisions. We are issuing this notice to solicit your comments on the Draft Amendments, and in particular to seek feedback on which approach best meets the needs of stakeholders. The public comment period will end on July 12, 2023. Although British Columbia and Prince Edward Island have not adopted the 2014 Requirements, all jurisdictions are consulting on the Draft Amendments with a view to adopting them. The text of the Draft Amendments is published with this notice and will also be available on the websites of the following CSA jurisdictions:
  1 Not adopted in British Columbia and Prince Edward Island. Adopted in Alberta in 2016.

www.albertasecurities.com www.bcsc.bc.ca www.fcaa.gov.sk.ca www.fcnb.ca www.lautorite.qc.ca www.mbsecurities.ca nssc.novascotia.ca www.osc.ca Substance and Purpose The Draft Amendments set out amendments to the corporate governance disclosure requirements in Form 58-101F1 and to the corporate governance guidelines in the Policy Statement pertaining to board nominations, board renewal and diversity. In particular, the Draft Amendments would require disclosure on aspects of diversity beyond the representation of women, while retaining the current disclosure requirements with respect to women included in the 2014 Requirements. The CSA recognizes the importance of providing investors with transparency on issuers’ practices with respect to board and executive-level diversity. The Draft Amendments are intended to elicit meaningful disclosure about how non-venture issuers identify and evaluate new candidates for nomination to the board, how they address board renewal, and how diversity is incorporated into those considerations. This is intended to reflect that the board’s consideration of diversity is an integral component of the board’s nomination and renewal processes. The Draft Amendments to the Policy Statement would provide enhanced guidelines related to board nominations and would introduce guidelines on board renewal and board diversity in the Policy Statement. This ensures that the guidelines in the Policy Statement adequately complement the disclosure requirements in Form 58-101F1, as amended by the Draft Amendments to the Regulation. The Draft Amendments reflect the CSA’s commitment to ensuring investors have the information they need to make informed investment and voting decisions. The main objectives of these proposals are to:

• increase transparency about diversity, including diversity beyond women, on boards and in
  executive officer positions;

• provide investors with decision-useful information that enables them to better understand how
  diversity ties into an issuer’s strategic decisions; and

• provide guidance to issuers on corporate governance practices related to board nominations,
  board renewal and diversity.
  The CSA is committed to engaging with Indigenous Peoples and organizations. We will continue to broaden our engagement as we advance our understanding of how to best approach this work. Input collected through such engagement conducted by individual CSA members will be shared within the CSA so that all members can benefit from the views obtained. Background The 2014 Requirements require non-venture issuers to provide disclosure on an annual basis in the following areas:

• director term limits and other mechanisms of board renewal;

• policies regarding the representation of women on the board;

• consideration of the representation of women in the director identification and selection process;

• consideration given to the representation of women in executive officer appointments;

• issuer’s targets regarding the representation of women on the board and in executive officer
  positions; and

• number of women on the board and in executive officer positions.
  The objective of the 2014 Requirements was to increase transparency for investors regarding the representation of women on boards and in executive officer positions, and the approach that issuers take in respect of such representation, to inform investment and voting decisions. In recent years there have been several developments that have heightened the importance of considering diversity on boards and in executive officer positions, beyond women, including:

• As of January 1, 2020, distributing corporations governed by the Canada Business Corporations
  Act (CBCA) are required to provide prescribed diversity disclosure with respect to women, Indigenous peoples (First Nation, Inuit and Métis), persons with disabilities and members of visible minorities in connection with their annual meeting of shareholders held on or after such date.

• In February 2020, the Ontario Government established the Capital Markets Modernization
  Taskforce to review and modernize the Ontario capital markets. The Taskforce published a final report in January 2021, which includes recommendations pertaining to corporate board diversity.

• On October 1, 2020, institutional investors managing more than $2.3 trillion in assets signed the
  Canadian Investor Statement on Diversity & Inclusion, an initiative to combat systemic inequities and advancing diversity and inclusion efforts. In light of this heightened focus, CSA Staff undertook the following consultations, research and reviews related to diversity:

• Consultations – In May 2021, we announced consultations with a variety of stakeholders to
  better understand their needs and perspectives with respect to diversity, including diversity beyond women. The consultations were held through a variety of forums, including consultation papers, roundtables, meetings and other communications with stakeholders. A high-level overview of the feedback from these consultations is as follows:
  o Diversity is an important consideration in investment and voting decisions. o There is strong investor support in expanding the existing disclosure regime to consider diversity beyond women, while maintaining specific disclosure requirements regarding women. o Diversity on boards and in executive officer positions is a critical component of good corporate governance. o Many stakeholders support guidelines related to diversity that provide issuers with flexibility to adapt them to their circumstances. o Institutional investors and proxy advisory firms are developing diversity-related policies which have resulted in disparate diversity disclosure practices among issuers. o Some stakeholders expressed support for a consistent, standardized framework for diversity disclosure.

o Other stakeholders stressed that a flexible approach would be better suited to Canada’s diverse capital markets and expressed concern with the disclosure of personal characteristics.

• Research – The CSA also revisited and updated research on the approach to diversity by certain
  securities regulators outside of Canada. Annex B provides a summary of these approaches, which highlight an increasing focus on diversity generally, including diversity beyond women. The CSA continues to follow domestic and international developments related to diversity.
• Annual Reviews – We have considered issuer disclosure practices and key trends arising from
  eight annual reviews of public disclosure regarding women on boards and in executive officer positions conducted by several CSA jurisdictions since the adoption of the 2014 Requirements. Most recently, CSA Multilateral Staff Notice 58-314 Review of Disclosure Regarding Women on Boards and in Executive Officer Positions reports that the proportion of board seats held by women has increased from 11% to 24% during the eight-year period since the 2014 Requirements came into effect. The Draft Amendments were informed by these consultations, research and reviews. Summary of the Draft Amendments Draft Amendments to the Regulation Two versions of amendments to Form 58-101F1 are presented for comment (Form A and Form B). Form A and Form B are generally aligned with respect to disclosure requirements related to board nominations and board renewal but reflect different approaches respecting diversity-related disclosure issuers must provide. In this consultation, we are seeking feedback on both proposals. While all participating jurisdictions are consulting on both Form A and Form B, certain jurisdictions have expressed their preference for one proposal over the other. Specifically, the British Columbia Securities Commission, the Alberta Securities Commission, the Financial and Consumer Affairs Authority of Saskatchewan and the Office of the Superintendent of Securities Northwest Territories support Form A and the Ontario Securities Commission supports Form B. The Autorité des marchés financiers, the Financial and Consumer Services Commission of New Brunswick, the Manitoba Securities Commission, the Nova Scotia Securities Commission, the Office of the Superintendent of Securities Newfoundland and Labrador, the Office of the Superintendent of Securities Nunavut, the Office of the Yukon Superintendent of Securities and the Superintendent of Securities Department of Justice and Public Safety Prince Edward Island have not expressed a preference at this time. Both Form A and Form B are designed to increase transparency about diversity, including diversity beyond women, on boards and in executive officer positions, and provide investors with decision-useful information that enables them to better understand how diversity is addressed by an issuer. At a high level, the key components of each approach, represented in the design of the applicable form, are described below. Form A would require an issuer to disclose its approach to diversity in respect of the board and executive officers, but would not mandate disclosure in respect of any specific groups, other than women. An issuer would be required to describe its chosen diversity objectives and how it would measure progress, and explain what mechanisms it has determined are appropriate for the issuer to achieve its diversity objectives. If an issuer chooses to collect data with respect to specific groups it identifies as being relevant for the issuer’s approach to diversity, this data must be disclosed in a manner
  determined by the

issuer. We acknowledge there may be a desire, by some investors, for comparability of such disclosure. However, the approach taken in Form A is intended to provide each issuer with flexibility to design practices and policies respecting how it will address diversity in its specific circumstances, and not requiring it to report data on any specific group. This approach also removes securities regulators from defining to whom an issuer’s approach to diversity must apply, other than women. Similar to the approach adopted under the CBCA (although differing to some degree on the identified categories utilized), Form B contemplates mandatory reporting on the representation of five designated groups, being women, Indigenous peoples, racialized persons, persons with disabilities and LGBTQ2SI+ persons, on boards and in executive officer positions. An issuer may also choose to voluntarily provide disclosure in respect of other groups beyond the designated groups. All such data would be required to be reported in standardized tabular format to promote consistency and comparability of such disclosure. The information reported must be based on voluntary self-disclosure by directors and executive officers. In addition, Form B would require disclosure regarding any written strategy, written policies and measurable objectives relating to diversity on an issuer’s board. The key difference between Form A and Form B is that the latter mandates disclosure on historically underrepresented groups. In doing so, it conforms to the approach taken in the CBCA and is intended to provide statistical data that is comparable amongst issuers in connection with these groups. Form A’s approach is based on a view that securities regulators should not select categories of diversity, other than women, preferring to leave that to the issuer’s determination as to what aspects of diversity are most beneficial to that issuer in advancing its business and strategy. In other words, a less prescriptive approach. It may also avoid limitations on the completeness of disclosure arising from the use of information resulting from voluntary self-identification in relation to the specified categories, although this issue may also arise from these or other categories chosen for use by issuers under Form A. A more detailed comparison between the two forms, and in relation to the current disclosure requirements, can be found in Annex A. The text of the Draft Amendments to the Regulation is published with this notice. Existing disclosure requirements with respect to women Form A and Form B substantially maintain the existing disclosure requirements with respect to women on boards and in executive officer positions under the 2014 Requirements. Under both forms, the current “comply or explain” disclosure model would continue to apply with respect to policies for women on boards and targets for women on boards and in executive officer positions. Both Form A and Form B also contemplate maintaining
existing disclosures of data for women on boards and in executive officer positions. We consider it important that new disclosure requirements pertaining to diversity do not affect the substance of the 2014 Requirements that have been in use for over nine years and have provided valuable information to stakeholders. Notwithstanding the proposed expansion of the concept of diversity, we have heard that information on the representation of women on boards and in executive officer position continues to be important for many stakeholders. Non-venture issuers Both Form A and Form B would be applicable only to non-venture issuers, as is currently the case with the 2014 Requirements. The CSA is not currently proposing amendments to Form 58-101F2 Corporate Governance Disclosure (Venture Issuers). We are consulting as to whether we should consider adapting the Draft Amendments to the Regulation for application to venture issuers in a second phase of this project.

Draft Amendments to the Policy Statement
The Draft Amendments to the Policy Statement would provide enhanced guidelines for all issuers related to board nominations and would introduce guidelines on board renewal and board diversity in the Policy Statement to complement the disclosure requirements contained in Form 58-101F1, as amended by the Draft Amendments to the Regulation. Although these guidelines are not intended to be prescriptive, we would encourage issuers to consider them in developing their own corporate governance practices and to apply and adapt these guidelines based on their individual circumstances as they evolve. These corporate governance guidelines have been formulated to achieve a balance between providing protection to investors and fostering fair and efficient capital markets, while recognizing that corporate governance is evolving. The proposed guidelines would address the following:

• the responsibilities of the nominating committee;
• the written policy respecting the director nomination process;
• the use of a composition matrix;
• effective succession planning and the mechanisms of board renewal, including term limits;
• the written diversity policy; and
• targets for achieving diversity on the board and in executive officer positions.
  Two versions of amendments to the Policy Statement are presented for comment. The guidelines pertaining to board nominations and board renewal are harmonized in both; however, the guidelines pertaining to board diversity are different as to be compatible with the disclosure requirements provided in Form A and Form B, respectively. The text of these guidelines is published with this notice. Impact on Investors The Draft Amendments to the Regulation are expected to be beneficial to investors. The Draft Amendments to the Regulation are expected to enhance the quality of the information disclosed. This is expected to result in disclosure that is more meaningful and which provides information investors need to make informed investment and voting decisions. Anticipated Costs and Benefits of the Draft Amendments to the Regulation We believe the Draft Amendments to the Regulation will enhance the quality of the disclosure to be provided to investors, which would enable investors to make better informed investment and voting decisions. We expect the Draft Amendments to the Regulation will make disclosure easier for non￾venture issuers by clarifying and streamlining disclosure requirements pertaining to board nominations, board renewal and diversity. As a result, we expect that the Draft Amendments to the Regulation will not significantly increase regulatory burden. Accordingly, the Draft Amendments to the Regulation will not compromise investor protection or the efficiency of the capital markets. Local Matters Where applicable, an Annex provides additional information required by local securities legislation.

Request for Comments
In addition to your comments on all aspects of the Draft Amendments, we are seeking specific feedback on the following questions:
Board nominations

1. The Draft Amendments to the Regulation would require the disclosure of the skills, knowledge,
   experience, competencies and attributes of candidates that are considered and evaluated. Does this requirement raise concerns for issuers regarding disclosure of confidential or competitively sensitive information? Please explain. (Please refer to the table entitled “Board Nominations” in Annex A for a description of this draft requirement) Approach to diversity
2. We are consulting on two alternatives with respect to the requirement to provide disclosure on the
   approach to diversity (Form A and Form B). Which approach best meets the needs of investors for making investing and voting decisions? Which Form best meets the needs of issuers in describing their approach to diversity at the board and executive officer level? Do either of the approaches raise concerns for issuers? Are there certain requirements in either form that you find preferable to the equivalent requirement in the other form? Please explain.
3. Is information on the diversity approach and objectives of issuers with respect to executive officer
   positions useful for investors? Does this requirement raise concerns for issuers? Please explain. (Please refer to the table entitled “Approach to Diversity – Executive Officer Positions” in Annex A for a description of this draft requirement)
4. Should issuers be required to disclose data about specified designated groups, consistent with the
   approach in Form B? Or should issuers be required to disclose data about women only and the identified groups for which they collect data, consistent with the approach in Form A? Please explain. (Please refer to the table entitled “Concept of Diversity” in Annex A for a description of “designated groups” and “identified group”)
5. Would it be beneficial to require reported data to be disclosed in a common tabular format? Does this
   requirement raise concerns for issuers? Please explain.
6. For CBCA-incorporated issuers, are there issues or challenges in providing both CBCA disclosures
   and the disclosure proposed under either Form A or Form B? Please explain.
   Application to venture issuers
7. Should we consider developing similar disclosure requirements for venture issuers in a second phase
   of this project? If so, should any changes be made to the proposed disclosure requirements to reflect the different stages of development and circumstances of venture issuers? Please explain. Please submit your comments in writing on or before July 12, 2023. If you are not sending your comments by email, please send us an electronic file containing the submissions (in Microsoft Word Format).

Address your submission to all of the CSA jurisdictions as follows:
Alberta Securities Commission
Autorité des marchés financiers
British Columbia Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan Financial and Consumer Services Commission, New Brunswick Manitoba Securities Commission Nova Scotia Securities Commission Office of the Superintendent of Securities, Newfoundland and Labrador Office of the Superintendent of Securities, Northwest Territories Office of the Superintendent of Securities Nunavut Office of the Yukon Superintendent of Securities Ontario Securities Commission Superintendent of Securities, Department of Justice and Public Safety, Prince Edward Island Send your comments to the following addresses listed below. Your comments will be forwarded to the remaining jurisdictions. Me Philippe Lebel Corporate Secretary and Executive Director, Legal Affairs Autorité des marchés financiers Place de la Cité, tour Cominar 2640, boulevard Laurier, bureau 400 Québec (Québec) G1V 5C1 Fax: 514 864-6381 Email: consultation-en-cours@lautorite.qc.ca The Secretary Ontario Securities Commission 20 Queen Street West 22nd Floor, Box 55 Toronto, Ontario M5H 3S8 Fax: 416 593-2318 Email: comment@osc.gov.on.ca We cannot keep submissions confidential because securities legislation in certain provinces requires publication of the written comments received during the comment period. All comments received will be posted on the websites of each of the Autorité des marchés financiers at www.lautorite.qc.ca and the Ontario Securities Commission at www.osc.gov.on.ca. Therefore, you should not include personal information directly in comments to be published. It is important that you state on whose behalf you are making the submission. Content of Annexes This notice contains the following annexes:

• Annex A: Detailed comparison of Form A and Form B with current disclosure requirements.
• Annex B: Approach to diversity by certain securities regulators outside of Canada.

Questions
Please refer your questions to any of the following:
Autorité des marchés financiers
Olivier Girardeau
Director of Sustainable Finance Oversight and
Supervision
Tel: 514 395-0337, ext. 4334
Email: olivier.girardeau@lautorite.qc.ca
Martin Latulippe
Senior Policy Advisor
Tel: 514 395-0337, ext. 4331
Email: martin.latulippe@lautorite.qc.ca
British Columbia Securities Commission
Melody Chen
Senior Legal Counsel
Legal Services, Corporate Finance
Tel: 604 899-6530
Email: mchen@bcsc.bc.ca
Nazma Lee
Senior Legal Counsel
Legal Services, Corporate Finance
Tel: 604 899-6867
Email: nlee@bcsc.bc.ca
Alberta Securities Commission
Jennifer Smith
Senior Legal Counsel
Office of the General Counsel
Tel: 403 355-3898
Email: jennifer.smith@asc.ca
Nicole Law
Senior Securities Analyst
Corporate Finance
Tel: 403 355-4865
Email: nicole.law@asc.ca
Financial and Consumer Affairs Authority of
Saskatchewan
Heather Kuchuran
Director, Corporate Finance
Securities Division
Tel: 306 787-1009
Email: heather.kuchuran@gov.sk.ca
Manitoba Securities Commission
Patrick Weeks
Deputy Director, Corporate Finance
Tel: 204 945-3326
Email: patrick.weeks@gov.mb.ca
Ontario Securities Commission
Jo-Anne Matear
Special Advisor to the Executive on Sustainable Finance and Emerging Regulatory Issues, Executive Office Tel: 416 593-2323 Email: jmatear@osc.gov.on.ca Jonathan Blackwell Senior Accountant, Corporate Finance Tel: 416 593-8138 Email: jblackwell@osc.gov.on.ca Katie DeBartolo Senior Accountant, Corporate Finance Tel: 416 593-2166 Email: kdebartolo@osc.gov.on.ca Aisha Suleman Advisor, Global and Domestic Affairs Tel: 416 593-2324 Email: asuleman@osc.gov.on.ca

Financial and Consumer Services Commission of New Brunswick Ella-Jane Loomis Senior Legal Counsel, Securities Tel: 506 453-6591 Email: ella-jane.loomis@fcnb.ca Nova Scotia Securities Commission Abel Lazarus Director, Corporate Finance Tel: 902 424-6859 Email: abel.lazarus@novascotia.ca Valerie Tracy Securities Analyst Tel: 902 424-5718 Email: valerie.tracy@novascotia.ca

ANNEX A
DETAILED COMPARISON OF FORM A AND FORM B WITH CURRENT DISCLOSURE REQUIREMENTS The following tables provide a more detailed comparison of Form A and Form B with the current disclosure requirements. Board Nominations Current disclosure requirements (Item 6 of Form 58-101F1) Draft Amendments to Form A and Form B (Item 6 of Form 58-101F1) Describe the process by which the board identifies new candidates for board nomination. The Draft Amendments would expand on the current requirements by requiring disclosure on how the board identifies and evaluates new candidates for nomination to the board. Disclose whether or not the board has a nomination committee composed entirely of independent directors. If the board does not have a nomination committee composed entirely of independent directors, describe what steps the board takes to encourage an objective nomination process. Comparable requirements. Describe the responsibilities, powers and operation of the nominating committee. A description of the responsibilities, powers and operation of the nominating committee would no longer be required. No requirement to disclose information about a written policy respecting the nomination process. The Draft Amendments would require disclosure about whether the board has a written policy respecting the nomination process. If the board does not have a written policy respecting the nomination process, the issuer would have to explain how the board carries out the nomination process. Form B asks whether the written policy respecting the nomination process addresses the nomination of persons from the designated groups (as defined). The concept of “designated group” is discussed below under “Approach to Diversity”. In contrast, Form A does not refer to diversity when discussing the written policy but rather considers all diversity questions in the “Approach to Diversity”
section, as described below.
Current requirements are silent on other aspects of the nomination process. The Draft Amendments would require the following disclosure:

• How any conflicts of interest that arise or could arise during the
  nomination process are managed;
• Whether the board has a composition matrix setting out the mix
  of skills, knowledge, experience, competencies and attributes that the board currently has or is looking to achieve in its

Current disclosure requirements (Item 6 of
Form 58-101F1)
Draft Amendments to Form A and Form B (Item 6 of Form 58-101F1) membership; and

• The skills, knowledge, experience, competencies and attributes of
  candidates that are considered when evaluating a candidate.
  Board Renewal
  Current disclosure requirements (Item 10 of
  Form 58-101F1)
  Draft Amendments to Form A and Form B (Item 6.1 of Form 58-101F1) Disclose whether or not an issuer has adopted term limits or other mechanisms of board renewal and, if so, describe the term limits and other mechanisms. The Draft Amendments would require a broader description of how the board addresses renewal. In addition to the current requirements, they would require a description of how any such mechanisms, other than term limits, contribute to effective board renewal. If an issuer has not adopted director term limits or other mechanisms of board renewal, it must explain why. Comparable requirements. Approach to Diversity Current disclosure requirements (Items 11 to 15 of Form 58-101F1) Draft Amendments to Form A (Items 6.2 and 6.3 of Form 58-101F1) Draft Amendments to Form B (Items 6.2, 6.3 and 6.4 of Form 58-101F1) Concept of diversity Current disclosure requirements focus solely on women. Form A would introduce the concept of “identified group”, meaning a group of individuals with a shared personal characteristic, whose representation on the issuer’s board or in its executive officer positions has been identified by the issuer as being part of the issuer’s strategy respecting diversity, but does not include women. The instructions specify that for greater certainty, an “identified group” under Item
  6.2 can include, without
  limitation, Indigenous peoples, persons with disabilities, members of visible minorities, members of the LGBTQ2SI+ Form B would introduce the concept of “designated groups”, meaning persons who self￾identify as one or more of the following: Indigenous peoples, LGBTQ2SI+ persons, racialized persons, persons with disabilities or women. Each of these groups (except women) would also be defined. Issuers would have to disclose information with respect to these groups. These are the same designated groups under the CBCA with the addition of LGBTQ2SI+ persons.

community and members of linguistic minorities.
The concept of “identified group” is broad and adaptable allowing issuers to include any group of individuals with a shared personal characteristic. Effectively, Form A would mandate disclosures with respect to women and any identified groups that have been identified by the issuer as being part of its strategy respecting diversity. Approach to diversity – Board Disclose details of any written policy relating to the identification and nomination of women directors, and whether the level of representation of women is considered in the nomination process. If an issuer does not have a policy or does not consider the level of representation of women, it must explain why. (Items 11 and 12 of Form 58-101F1) Form A would require the issuer to describe its approach to achieving or maintaining diversity on its board, including its objectives as they relate to women and to individuals from identified groups, mechanisms that the issuer has in place to achieve those objectives, how the issuer measures achievement, and the annual and cumulative achievement of the objectives. Any written policy or process the board has adopted as it relates to women and to individuals from identified groups would also have to be disclosed. If the issuer has not adopted such a policy or process, it would have to explain why. Form A refers to an issuer’s “approach” and “objectives” with respect to board diversity, recognizing that not all issuers may have a formal strategy on diversity but may still consider diversity in their board nominations. Form B would require the issuer to describe its written strategy regarding achieving or maintaining diversity on the board, including any written policy the board has adopted as it relates to the representation on the board by persons from the designated groups (as defined). If an issuer has not adopted such a policy, it would have to explain why. Form B refers to an issuer’s “written strategy”. The intention is to focus on a transparent articulation of the issuer’s approach to diversity and the desired objectives that directors and other stakeholders can look to. Approach to diversity – Executive officer positions Disclose whether the issuer considers the representation of women in executive officer Form A would require the same information on the diversity approach and objectives with Form B would not require disclosure on the consideration of diversity when making executive

appointments. If an issuer does not consider the level of representation of women in executive officer positions, it must explain why. (Item 13 of Form 58-101F1) respect to executive officer positions as would be required for the board. The narrative disclosure is intended to provide greater context to the required disclosure on targets and data with respect to executive officer positions (as described below). officer appointments or an issuer’s approach to talent management for executive officers as such granular disclosure may increase regulatory burden without corresponding benefit for investors. Targets and other measurable objectives Disclose whether the issuer has adopted targets for women on the board and in executive officer positions, and the target and annual and cumulative progress in achieving those targets. If an issuer has not adopted such targets, it must explain why. (Item 14 of Form 58-101F1) Form A would require disclosure about targets for women as well as individuals from identified groups on the board and in executive officer positions. For each target, the actual target number or percentage, or range of numbers or percentages the issuer has set, the timeframe for achieving the target, and the annual and cumulative achievement of the target would have to be disclosed. If an issuer has not set targets for women and for individuals from identified groups, it would have to explain why. Form B would require substantially similar information as Form A with respect to targets, except that the disclosure would be with respect to designated groups (as defined). Additionally, Form B would require much of this disclosure to be presented in a standardized tabular format. In addition, Form B would require disclosure with respect to any measurable objectives of the issuer’s written strategy, other than targets, that relate to the representation of the designated groups (as defined). This requirement is similar to the one described in the Approach to diversity – Board for Form A. Data Disclose the number and proportion of women on the board and in executive officer positions. (Item 15 of Form 58-101F1) Form A would extend the current disclosure requirements to also include disclosure of data on the representation of individuals from identified groups, but only if the issuer collects such data. This data could continue to be provided in narrative form. Form B would require disclosure to be presented in a standardized tabular format about:

• the number of board members
  and executive officers who identify as a member of a designated group (as defined), as a member of other diverse groups identified by the board or as a member of more than one designated group (over a three year period); and
• the number of women, as well
  as individuals from designated groups (as defined) that filled vacant board seats during the year.

ANNEX B
APPROACH TO DIVERSITY BY CERTAIN SECURITIES REGULATORS OUTSIDE OF CANADA The following is a summary of the approach to diversity by certain securities regulators outside of Canada.

• Financial Conduct Authority of the United Kingdom (FCA) - On April 20, 2022, the FCA
  published Policy Statement PS22/32 in which it sets out its final policy decision for the proposals in CP 21/24 Diversity and inclusion on company boards and executive committees. The disclosures will require companies to disclose whether they have met certain diversity targets or explain why they have not. Companies will also be required to provide numerical reporting on the representation of gender and ethnicity on the board and at senior levels of executive management in a prescribed tabular format.
• U.S. Securities and Exchange Commission (SEC) - During the SEC’s 2020 remarks to the
  Council of Institutional Investors, SEC Commissioner Allison Lee specially noted that the SEC needs to do more in terms of a specific mandate for diversity. The SEC’s Spring 2022 regulatory agenda also indicates that the Division of Corporation Finance is considering recommending that the SEC propose rule amendments to enhance registrant disclosures about the diversity of board members and nominees. 2 Financial Conduct Authority (2022) Diversity and Inclusion on Company Boards and Executive Management. https://www.fca.org.uk/publication/policy/ps22-3.pdf