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SECURITIES ALERT - JANUARY 2015 - Changes to Corporate Governance Disclosure New Requirements Effective After December 31, 2014


January 01, 2015


The Ontario Securities Commission and most other jurisdictions in Canada (the “Participating Jurisdictions”) are implementing amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices and Form 58-101F1 Corporate Governance Disclosure (the “Amendments”).  The amendments came into force on December 31, 2014.   

The Amendments are intended to increase transparency for investors and other stakeholders regarding the representation of women on boards and in senior management of non-venture issuers. This transparency is intended to assist investors when making investment and voting decisions.  The Amendments apply to all non-venture issuers reporting in the Participating Jurisdictions but do not apply to venture issuers. 

The Amendments will require non-venture issuers to provide disclosure regarding the following matters on an annual basis:

  • director term limits and other mechanisms of renewal of the board of directors (the board);
  • policies regarding the representation of women on the board;
  • the board’s or nominating committee’s consideration of the representation of women in the director identification and selection process;
  • the issuer’s consideration of the representation of women in executive officer positions when making executive officer appointments;
  • targets regarding the representation of women on the board and in executive officer positions; and
  • the number of women on the board and in executive officer positions.

The Amendments recognize there are many mechanisms of board renewal, including director term limits and the regular assessment of the effectiveness and contribution of directors.  The Amendments do not prescribe a particular method of board renewal.

The requirement to disclose any policy with respect to the representation of women on the board refers to a written policy.  Where a non-venture issuer has not put a written policy in place it will have to disclose why it has not done so.

When describing the annual and cumulative progress of the non-venture issuer in achieving the target(s) regarding women on its board, the issuer should disclose the target as well as the annual and cumulative progress of the issuer in achieving the target.

The Amendments require non-venture issuers to disclose the number and proportion (in percentage terms) of executive officers of the issuer, including all major subsidiary entities of the issuer, who are women.  For the purpose of the Amendments, the term “major subsidiary” has the same meaning as in National Instrument 55-104 Insider Reporting Requirements and Exemptions.

As noted previously, the Amendments came into force on December 31, 2014.  For further details, please contact any member of our Securities Law team. 

For more than 40 years, Perley-Robertson, Hill and McDougall has provided financing solutions to a wide variety of clients, including privately held companies, public companies, reporting issuers and companies listed on NASDAQ, the Toronto Stock Exchange, the TSX Venture Exchange and various OTC and private markets.  In addition to providing advice on securities registration and compliance, we have completed venture capital funding transactions, debt and/or equity private placements, initial public offerings, prospectus offerings, capital pool company listings and qualifying transactions, reverse takeovers and limited partnership fundings.  Whatever your financing requirements, we are confident we can find a cost efficient solution tailored to your needs.

Contact us today and speak with a member of our securities law team. 

Rob Kinghan, Head, Securities Law Group


Mike Gerrior, Partner


Lorraine Mastersmith, Partner


Dirk Bouwer, Partner


Dave Lowdon, Lawyer


Phil Aubry, Lawyer


Sue Kavanagh, Manager, Corporate Services