Authors: Andrew MacDougall, John M. Valley, Joanna Cameron, and Jessie Armour
Our methodology
Our report analyzes diversity disclosure provided by
- reporting issuers required under Canadian securities laws to provide disclosure respecting the representation of women on boards and in executive officer positions under National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101) (Diversity Disclosure Requirement)
- corporations governed by the CBCA with publicly-traded securities that are required to provide disclosure respecting the representation of women, Indigenous Peoples, members of visible minorities and persons with disabilities (CBCA Requirement)
The Diversity Disclosure Requirement applies to all Canadian reporting issuers other than venture issuers, exchange-traded funds, closed-end funds and structured notes, including CBCA corporations that are listed on the TSX. The CBCA Requirement applies to all “distributing corporations” governed by the CBCA, including venture issuers. As a result, CBCA corporations that are listed on the TSX are subject to both the Diversity Disclosure Requirement and the CBCA Requirement.
The methodology employed in gathering and analyzing the data for this aspect of the report remains substantially unchanged from prior years. Each year we report results to date for the current year and fullyear results for the prior year and we find they are consistent.
Diversity Disclosure Requirement
The data presented in this report in response to the Diversity Disclosure Requirement was obtained by surveying public disclosure documents filed on SEDAR by all TSX-listed companies that are subject to that requirement.
- In reporting on disclosure for full-year 2023, we reviewed disclosure documents provided by 768 TSX-listed issuers that were not investment funds as of July 31, 2023. Of those companies, 715 provided disclosure wholly or partially in compliance with the Diversity Disclosure Requirement. We excluded 53 companies from our analysis because they are either prescribed foreign issuers, exempt from disclosure or wholly non-compliant.
- For 2024, there were 732 TSX-listed issuers that were not investment funds as at July 31, 2024. Of those companies, 647 had provided full or partial diversity disclosure by that date and 57 are expected to file later in 2024. We excluded a further 28 companies from our analysis because they are prescribed foreign issuers, newly listed or otherwise exempt from disclosure in 2024 or are wholly non-compliant with the Diversity Disclosure Requirement.
- We observed fewer exclusions this year, attributable principally to a further decline in the number of companies that were wholly non-compliant.
- For comparison purposes and to highlight year-over-year progress, we compared data for all companies subject to the Diversity Disclosure Requirement which filed their diversity disclosure between January 1 and July 31 of each year.
- This approach generally provides a close approximation of the results for the full years in previous years, as approximately 90% of the relevant companies have generally filed their disclosure by July 31 of the applicable year, and our final results approximate the results we have previously reported for the January 1 to July 31 comparison period for those years.
- There is potential for some variation as a result of changes in the composition of the number and identity of the companies in the data set from year to year. However, given the sample size and the objective of testing the disclosure practices of the companies as a group, rather than on an individual basis, generally we do not regard this variation as material to our results.
- For 2020 there was increased divergence between the full-year results and mid-year results for that year as some issuers decided to take advantage of permitted extensions of normal annual meeting and filing deadlines to file their materials after the July 31, 2021, cut-off. Many of the companies that took advantage of the permitted delay in reporting had below average diversity results which had a favourable impact on our results for the January 1 to July 31, 2021 period.
- In addition to our year-over-year comparison, we provide a selection of comparative data for companies included in the S&P/TSX 60 Index as a means of offering insight into the practices at Canada’s largest companies. In the report, we refer to such companies as the “S&P/TSX 60 companies.” For 2024, 56 (as applicable) on or prior to July 31, 2024, with the remaining four expected to file after that date or otherwise being exempt from the Diversity Disclosure Requirement.
- We also include select data for the 226 companies included in the S&P/TSX Composite Index as of July 31, 2024, that had reported as of that date. This group includes more of Canada’s largest issuers and provides for more meaningful comparisons of diversity practices of Canadian issuers with those in other jurisdictions, such as the U.K. and Australia, where studies typically focus on the 200 or 300 largest issuers in the jurisdiction.
CBCA Requirement
The data presented in this report in response to the CBCA Requirement was obtained by surveying public disclosure documents filed on SEDAR by “distributing corporations” governed by the CBCA, including venture issuers, that are subject to that requirement. Generally speaking, a “distributing corporation” is a corporation with publicly traded securities.
- In the absence of a centralized database of such companies, we identified them based on the reported jurisdiction of incorporation on SEDAR for issuers listed on a recognized Canadian stock exchange or certain stock exchanges in the U.S., U.K. and Australia (i.e., TSX, TSX Venture Exchange, Canadian Securities Exchange, NEO Exchange, New York Stock Exchange, NASDAQ, American Stock Exchange, London Stock Exchange, AIM Stock Exchange and Australian Securities Exchange).
- Based on these search results, for 2024, we identified 498 “distributing corporations” subject to the CBCA Requirement as at July 31, 2024. Of those companies, 317 had provided full or partial diversity disclosure by that date and 115 are expected to file later in 2024. We excluded a further 67 companies from our analysis — either because they were non-compliant, newly listed or otherwise exempt from disclosure in 2024 or because diversity disclosure for that company was not available. The number of companies excluded from our analysis increased slightly this year as a result of an increase in the number of companies that were non-compliant with the CBCA Requirement among non-TSX-listed companies.
- The mid-year data for the companies subject to the CBCA Requirement includes 177 TSX-listed companies that are also subject to the more general Diversity Disclosure Requirement. The results for these companies are also reflected in our reporting on disclosure provided in accordance with the Diversity Disclosure Requirement.
Other matters
- For each data point provided in this report, the percentages are calculated as a percentage of the total number of companies that provided disclosure on the disclosure item in question. Although we seek to apply a consistent approach to the data collection each year, this number can fluctuate year-to-year for a variety of reasons beyond our control. For those portions of the data set with a relatively smaller numerator, this change in the size of the data set can have a relatively larger impact.
- Because neither the Diversity Disclosure Requirement nor the CBCA Requirement offers specific guidance on the issue, we accepted disclosure that was provided in respect of either the current board or the proposed director nominees and, in those cases where disclosure was provided for both, we based our analysis on the disclosure provided in respect of the board being nominated for election at the shareholders’ meeting in question. A similar approach was adopted with respect to disclosure relating to executive officers.
- Because the CBCA Requirement uses different terminology for defining the group to which the executive officer disclosure requirement is intended to relate (“senior management” vs “executive officer”) a degree of judgment is required for these companies in determining whether the applicable disclosure satisfies the disclosure requirement, particularly where the nature of the disclosure does not make this clear.
- Data gathered for our reporting on the number and percentage of women appointed to fill vacancies or nominated to fill new positions on boards of directors was gathered by identifying the number of directors being nominated for election for the first time at each company that provided full or partial diversity disclosure and the number of those nominated directors who were women. Similarly, the data regarding the number of companies that have a woman as the chief executive officer, chair of the board of directors and/or committee chair(s) is reported based on those companies that provided full or partial diversity disclosure in response to the Diversity Disclosure Requirement.
Osler’s Corporate Governance Group provides practical and effective governance strategies tailored to the needs of each organization, regardless of size or jurisdiction. Andrew MacDougall, John Valley and Joanna Cameron are partners at Osler. Jessie Armour is an associate at Osler. The help of our summer students — Keira Chadwick, Anthony Crudo, Emma De Tommaso, Allison Feng, Cata Garzon, Iman Jaffari, Chloe Jurczyk, Daniel Kiesman, Rachel May and Farhia Mohamed — and our articling students — Shahab Ahanchin, Alice Chen, Ridda Farooq, Tatyana Gudge, Cayley Kavanagh, Kristin Mead, Megan Stewart and Léonicka Valcius — is gratefully acknowledged and greatly appreciated.
