Authors: Andrew MacDougall, John M. Valley, Joanna Cameron, and Jessie Armour
Mid-year results for 2024: women on boards
The representation of women on Canadian boards continued to increase this year, but at just over half the rate we have observed in prior years. Historically, the increase in the proportion of seats held by women principally reflected a strong focus on recruitment of women directors by larger Canadian companies, principally to meet investor expectations. The significantly higher levels of diversity among companies in the S&P/TSX Composite Index has pulled up the overall average: women comprise 38.1% of the boards of the S&P/TSX Composite companies but only 29.8% of the boards of companies outside of the index.
Number and percentage of women directors
As of July 31, 2024, 610 companies had disclosed the number of women directors on their boards, with 1,448 board positions at these companies reported as being held by women out of a total of 4,860 board seats. Based on these results, women held 29.8% of the total board seats among companies providing disclosure for 2024. This represents the smallest year-over-year increase since our second annual report in 2016, being an increase of only 1.3 percentage points from mid-year 2023. Over the previous nine years there was an average increase of approximately 2.1 percentage points per year.
S&P/TSX 60 companies providing disclosure during this period reported that 254 of 640 total board seats were held by women. This represents 39.7% of board seats held by women among the 56 members of the index that provided disclosure of the number of women on their boards, and an increase of 1.5 percentage points compared to mid-year 2023 (38.2%).
FIGURE 8
2023 proportion of total board seats held by women (all companies)
Total companies that disclosed: 610
On the broader S&P/TSX Composite Index, 774 of the 2,031 board seats, or 38.1%, were held by women, an increase of 1.9 percentage points compared to last year (36.2%). As noted in previous years’ reports, the S&P/TSX Composite Index results typically fall between those for the S&P/TSX 60 companies and the TSX companies more broadly. These results are generally on par with the progress made in the U.S. and Australia, but continue to lag the U.K.
For the companies disclosing the number of women directors on their boards, there was an average of 2.37 board seats held by women, and for the 602 companies disclosing the percentage of women on their boards, there was an average of 28.4% of women directors on these boards. These figures reflect an increase from 2.26 and 27.2% for the corresponding period in 2023. As noted in Figures 9.1 and 9.2, a similar small increase occurred among the S&P/TSX 60 companies.
In mid-year 2024, we saw almost no change in the number of boards without any women directors among those companies disclosing. The number of such boards fell by 0.3 percentage points to 10.3% from 10.6% in mid-year 2023 (compared to a decline of approximately one percentage point between mid-year 2022 and mid-year 2023). For the third consecutive year, there were no single gender boards among the S&P/TSX Composite Index companies for which disclosure was available as of July 31, 2024.
FIGURE 9.1
Average number of women directors
Total companies that disclosed: 2020: 585 | 2021: 629 | 2022: 648 | 2023: 632 | 2024: 610
Total S&P/TSX 60 companies that disclosed: 2020: 53 | 2021: 54 | 2022: 52 | 2023: 53 | 2024: 56
FIGURE 9.2
Average percentage of women directors
Total companies that disclosed: 2020: 578 | 2021: 614 | 2022: 635 | 2023: 613 | 2024: 602
Total S&P/TSX 60 companies that disclosed: 2020: 53 | 2021: 55 | 2022: 54 | 2023: 56 | 2024: 56
FIGURE 10
2023 proportion of women directors (all companies)
Total companies that disclosed: 610
Consistent with recent years, we observed that boards that already had at least one woman director added more. As highlighted in Figures 11.1 and 11.2, 69.3% of the companies that reported the number of women on their board indicated that they now have more than one woman director — an increase of three percentage points compared to the same period last year (66.3%), and a further gain from the 60.1% reported for mid-year 2022. Although the number of companies reporting three women on their boards was flat and despite the slight decrease in the percentage of companies indicating that 15–24% or 25–34% of their board members are women, this was offset by a corresponding increase in the number of boards with four or more women directors and in the percentage of boards with 35% or more women.
FIGURE 11.1
Number of women directors (all companies)
Total companies that disclosed: 2020: 585 | 2021: 629 | 2022: 648 | 2023: 632 | 2024: 610
FIGURE 11.2
Percentage of women directors (all companies)
Total companies that disclosed: 2020: 579 | 2021: 614 | 2022: 635 | 2023: 613 | 2024: 602
*Percentages may not add to 100 due to rounding.
Based on the disclosure provided, for mid-year 2024, women comprise 50% or more of the board at 41 companies. This represents a modest increase from the 39 companies which we reported had met that threshold for mid-year 2023. Of the companies reporting that their board is comprised of 50% or more women, more than half are in the S&P/TSX Composite Index.
Canada’s largest companies continue to be leaders in gender diversity. The trend for relatively larger issuers to perform better on diversity measures is consistent with broader trends internationally and has remained constant in our data since the Diversity Disclosure Requirement was introduced.
Among the S&P/TSX 60 companies that disclosed the number of women directors on their board, there was an average of 4.54 women per company, which is up by 0.12 from the corresponding period in 2023. S&P/TSX 60 companies typically have a minimum of three women directors. Among the 56 S&P/TSX 60 companies that provided disclosure, 98.2% (or 55 companies) had three or more board positions held by women, while one company had only two women directors. Those companies reported an average of 39.4% women directors reported, a 1.1-percentage-point increase from mid-year 2023. Notably, for mid-year 2024, the trend for S&P/TSX 60 companies that disclosed the percentage of women directors on their board was a 14.3 percentage point decrease in the percentage of companies with 25–34% women directors with a corresponding 14.3 percentage point increase in the percentage of companies with 35+% women directors.
FIGURE 12.1
Number of women directors (S&P/TSX 60 companies)
Total companies that disclosed: 2020: 53 | 2021: 54 | 2022: 52 | 2023: 53 | 2024: 56
FIGURE 12.2
Percentage of women directors (S&P/TSX 60 companies)
Total companies that disclosed: 2020: 53 | 2021: 55 | 2022: 54 | 2023: 56 | 2024: 56
*Percentages may not add to 100 due to rounding.
Women board representation by industry
As in previous years, the average number and percentage of women directors varied across industries, but overall the differences have diminished over time. Similarly, the rate of change has generally slowed and overall is more consistent across industries.
For mid-year 2024, we observed some change in the rankings of the different industries. The Utilities & Pipelines industry consistently has the highest average percentage and highest average number of women directors. There was some improvement in the Mining, Energy Services and Oil & Gas sectors this year. However, the Mining, Technology, Oil & Gas, Energy Services and Life Sciences industries continue to have the lowest proportion of women directors.
The average number and percentage of women directors increased overall, but a number of industries saw little to no growth this year.
FIGURE 13.1
Number of women directors by industry
Total companies that disclosed 2023: 632 | 2024: 610
FIGURE 13.2
Percentage of women directors by industry
Total companies that disclosed2023: 613 | 2024: 602
New director appointments
For mid-year 2024, we observed a year-over-year decline in the rate that women were added to boards. We monitor the progress TSX-listed companies are making in adding women to their boards, whether they are being nominated for election as new directors in 2024 or were appointed during the year to fill a vacancy that occurred since the last shareholders’ meeting or as a result of an increase in board size at the relevant company. For the 658 companies that fully or partially satisfied the Diversity Disclosure Requirement, 443 board seats became available. Women were nominated to fill 179 board seats, or 40.4% of the total number of newly created or vacated board seats. This represents a decrease of 4.9 percentage points compared to 45.3% at mid-year 2023 and falls below the rate of 43.6% reported in mid-year 2022.
The rate at which women were added to boards of S&P/TSX 60 companies also declined compared to mid-year 2023. This reinforces the trend noted last year of S&P/TSX 60 companies appointing women at a lower rate than the overall average, as women were nominated to fill 32.3% of the newly created or vacated board seats this year (compared to 39.4% at mid-year 2023).
Among S&P/TSX Composite companies, this trend continues. Women were nominated to fill 41.5% of the newly created or vacated board seats this year, a significant decline from the numbers observed in both mid-year 2023 (54.7%) and mid-year 2022 (47.1%).
Starting in 2022, ISS began recommending withholding votes for the election of the chair of the nominating committee of S&P/TSX Composite companies if women make up less than 30% of the board and the board has not adopted a 30% target to be achieved within a reasonable time. The declining trend in the rate of new women director appointments may be a consequence of such companies having made gender representation a key focus in prior years and, in a number of cases, having achieved the targets previously set.
Board policies related to diversity and the identification and nomination of women directors
Overall, 632 companies reported on whether they adopted board diversity policies in 2024. Of these, 45 (representing 72.3%) disclosed that they have a written board diversity policy. This marks an increase in adoption when compared to the 70.8% of companies that reported having adopted such a policy in mid-year 2023. Among S&P/TSX 60 companies, 52 of the 56 companies reporting indicated that they had adopted a written board diversity policy; this represents 92.9% of all S&P/TSX 60 companies reporting at mid-year 2024 and remains consistent with the 92.9% reported in 2023.
FIGURE 14
General board diversity policy adoption rates
Total companies that disclosed: 2020: 586 | 2021: 648 | 2022: 658 | 2023: 650 | 2024: 632
Total S&P/TSX 60 companies that disclosed: 2020: 53 | 2021: 55 | 2022: 54 | 2023: 56 | 2024: 56
The Diversity Disclosure Requirement seeks disclosure on whether the board has adopted a written policy that specifically relates to the identification and nomination of women directors. Not all companies disclosing that they had adopted a written board diversity policy stated whether the policy specifically related to the identification and nomination of women directors, and some companies specifically disclosed that they did not. In 2024, 634 companies disclosed whether they had a written policy related to the identification and nomination of women directors, and 415 (65.5.%) of these companies indicated that they had such a policy. This represents a slight increase of 0.4 percentage points compared to the 65.1% reported at mid-year 2023. This change is illustrated in Figure 15.
Among S&P/TSX 60 companies, 56 companies specifically disclosed whether they had a written policy related to the identification and nomination of women directors and 51 (91.1%) stated that they had adopted such a written policy. S&P/TSX Composite Index companies adopted such policies at a rate slightly lower than the S&P/TSX 60 companies, with 90.8.% of companies disclosing that they have a written policy for the identification and nomination of women directors. It is noteworthy that only 52.2% of companies outside the S&P/TSX Composite Index providing disclosure indicated that they had adopted a written policy of this type.
The disclosure from companies reporting that they have adopted a board diversity policy indicates that a broad range of diversity characteristics are considered. Of these specific diversity characteristics, it is unsurprising that gender is referenced most frequently.
For mid-year 2024, we saw a sustained high number of companies indicating that their board diversity policies reflect the diversity characteristics identified in the CBCA Requirement: visible minorities, Indigenous Peoples and persons with a disability. Age, skills/expertise, geography and LGBTQ2S+ characteristics were also frequently cited.
FIGURE 15
Adoption rates for diversity policy focused on women (all companies)
Total companies that disclosed: 2020: 580 | 2021: 648 | 2022: 653 | 2023: 650 | 2024: 600
Figure 16 is a list of the top five diversity characteristics — other than gender — identified by companies in order of the frequency with which they are cited.
Companies that have not adopted a written policy with respect to the identification and nomination of women directors are required to explain why. Although 2024 is the tenth year the Diversity Disclosure Requirement has been in effect, approximately 17.2% of companies disclosing that they had not adopted such a policy still did not disclose the reason why they had not done so. Among those companies that disclosed a reason for not adopting such a policy, the most common reason given (by a significant margin) was the concern that doing so would compromise their focus on merit, consistent with our findings in prior years. The top five reasons for not adopting policies are listed in Figure 17 in the order of the frequency with which they occurred.
FIGURE 16
Top five disclosed diversity policy characteristics beyond gender
- Ethnicity/race/culture
- Age
- Skills/expertise
- Persons with disabilities
- Geography
FIGURE 17
Top five reasons disclosed for not adopting written board diversity policy
- Compromises a focus on merit
- Best candidate may not be selected
- Adequate systems already in place
- Stage of development or nature of business
- Small number of the position or low turnover
Targets for women on boards
For mid-year 2024, 269 (or 43.9%) of the 613 companies disclosing whether they had adopted a target for the representation of women on the board reported that they had adopted such a target (slightly down from 44.6% in mid-year 2023 but still up from 41.4% in mid-year 2022). Among the 55 S&P/TSX 60 companies that disclosed whether they had a target, 48 companies (87.3%) reported having a target. This represents an increase from 2023, when 46 companies (82.1%) of S&P/TSX 60 companies reported having targets.
Among the 269 TSX-listed companies that have adopted targets for women directors, just over two-thirds (68.0%) have adopted a target of 30%, reflecting both the fact that women hold 30% of all board seats among TSX-listed companies and the impact of institutional investor voting policies. The next most frequent targets for women directors were, in order, 40%, 33% and 25%.
Among those companies that reported not adopting targets, the reasons were generally similar to those given for failing to adopt written policies for the identification and nomination of women directors, with the vast majority indicating concerns about compromising their focus on merit or having concerns that a target may result in someone other than the most qualified candidate being selected. Other reasons included that adequate systems were already in place, that targets are ineffective or arbitrary and that targets did not suit the stage of development or nature of the business. The top five most commonly disclosed reasons are listed in Figure 19.
FIGURE 18
Targets for representation of women on boards
Total companies that disclosed: 2020: 576 | 2021: 628 | 2022: 637 | 2023: 623 | 2024: 613
Total S&P/TSX 60 companies that disclosed: 2020: 53 | 2021: 53 | 2022: 54 | 2023: 56 | 2024: 55
FIGURE 19
Top five reasons disclosed for not adopting a target for women directors
- Compromises a focus on merit
- Best candidate may not be selected
- Adequate systems already in place
- Targets are ineffective or arbitrary
- Stage of development or nature of business
Women board chairs and committee chairs
Women in board chair roles
There was a slight increase in the proportion of boards where the board chair is a woman. Among the 647 companies providing full or partial diversity disclosure, we found 62 companies (or 9.6%) where a woman serves in the board chair role, compared to 53 companies (8.1% of those fully or partially disclosing) at mid-year 2023.
Women in committee chair roles
The representation of women in board committee leadership roles continued to improve in 2024.
We found that at 426 of the 647 companies that provided full or partial diversity disclosure, at least one woman was serving as the chair of a standing committee of the board. This now represents 65.8% of these companies, an increase from 63.4% of these companies last year. This year, 241 companies (37.2%) reported having one woman committee chair (a decrease of 4.4 percentage points from mid-year 2023), while 185 companies (28.6%) reported having more than one woman serving as a committee chair (an increase of 6.9 percentage points from 2023). On average, a woman will chair one of the standing committees of the board. An average of 1.04 women served as committee chairs among the companies, a significant increase compared to the average of 0.89 women committee chairs per company reported last year.
There was a modest increase in the number of women who chair audit committees compared to last year’s results. Of the companies providing full or partial diversity disclosure, at 202 companies (31.2%) the audit committee chair is a woman, representing an increase of 3.5 percentage points from mid-year 2023.
Since the number of committees varies by issuer and the identity of committee chairs is not required disclosure, in some instances the information was not readily identifiable. However, our results suggest that the number of women assuming board leadership roles continued to increase incrementally again this year.
Voluntary disclosure of other diversity characteristics
A number of TSX-listed companies that are not CBCA corporations chose to provide voluntary supplemental disclosure regarding the representation of visible minorities, Indigenous Peoples, persons with a disability and those identifying as being a member of the LGBTQ2S+ community on the board. We have highlighted the number of companies that chose to do so in Chapter 6.
