Have Your Say: Ontario Securities Commission Consults on Introducing a "Comply or Explain" Model to Promote Gender Diversity on Corporate Boards

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Gender diversity on corporate boards is a hot issue in Canada. A recent report by TD Economics showed the extent of the disparity between Canada and other developed economies. Women represent only 11% of board members for companies in the S&P/TSX Composite Index, with 43% of boards being all-male and 28% having just one female board member. The report concluded that, in light of gender diversity initiatives in the European Union, Australia, and New Zealand, Canada is sliding down the international rankings.

The report suggested introducing a "comply or explain" policy, which would provide Corporate Canada with a "gentle push" to increase the numbers of women directors. A "comply or explain" policy would suggest that gender diversity considerations should be embedded into corporate governance standards (“comply”) but allow companies the flexibility to deviate at their discretion, so long as they indicate to shareholders the reasons for deviation (“explain”). The report rejected quotas on the basis that appointments should be made on merit.

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