Federal budget proposes ‘comply or explain’ corporate board disclosure method

By , on April 26, 2015


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OTTAWA — The federal government is aiming to increase the number of women on corporate boards across Canada by requiring companies to either put a gender diversity policy in place — or explain publicly why they don’t have one.

The Harper government’s latest budget included proposed changes to the Canada Business Corporations Act requiring all companies listed on Canadian stock exchanges to abide by the “comply-or-explain” disclosure model.

Proposed changes are also in the works to get more women on the boards of other non publicly-traded companies, and to ensure corporate board elections and communications are also brought up to date.

In a global census of female board members released earlier this year, Catalyst, a non-profit research and advocacy organization for women in business, found some countries are doing better than others.

Of the 20 countries surveyed, Norway came in on top with 35.5 per cent of board seats occupied by women, while Japan registered dead last at 3.1 per cent. Canada’s 20.8 per cent left it in ninth place, just behind the Netherlands at 21 per cent and ahead of the U.S. and Australia at 19.2 per cent.

Corporations and women’s organizations across Canada have been clamouring for years for a framework to help establish more balance.

The Ontario Securities Commission proposed disclosure requirements in July 2013 after that year’s federal budget promised to explore ways to encourage gender diversity on corporate boards.

Seven out of 10 provinces and two of three territories in Canada have adopted their own “comply or explain” policies for publicly-traded companies within their jurisdiction. Only British Columbia, Alberta, Prince Edward Island and Yukon have not.

In its submission to the OSC’s public consultations, the Women’s Executive Network — Canada’s largest organization for women in leadership roles — made it clear that more female representation is good for the country’s economic health.

“(This) is not a women’s issue. It is an economic and business issue that affects Canada’s competitiveness and prosperity,” the group said in its submission two years ago.

“It is an issue that needs to be resolved for the sake of our children and our grandchildren so they will live in a country where there is greater equality and prosperity.”

Pamela Jeffery, founder of the Women’s Executive Network and the Canadian Board Diversity Council, called the 2015 budget measures “a good first step” but said she sees room for further changes down the road.

“I think there should be an annual, fulsome review once ‘comply and explain’ is in place,” she said in an interview.

“If companies aren’t complying and they’re doing more explaining, then we’ll need to push for something stronger but this gives companies a chance to recognize some great potential board candidates. We certainly will be watching.”

Richard LeBlanc, a professor of corporate governance at Toronto’s York University in Toronto and Harvard University in Boston, Mass., pulled no punches in his 2013 submission to the OSC.

“Unless women are biologically unqualified or unfit to be public company directors or senior managers, and do not possess the very minimal qualifications of being over 18, not bankrupt and not insane, the proposition is that woman do possess skill parity with men,” LeBlanc wrote at the time.

“It would be disingenuous to suggest otherwise, absent any evidence.”

In an interview, LeBlanc said he is happy to see “comply or explain” now make it to the federal level, calling it an “overdue and welcome development.”

“It’s flexible. It’s not quotas and it’s not doing nothing – it’s the middle ground.”