Provincial

If you’re listed on the TSX, you may have to set targets for gender diversity

By Andrew Elbaz, Sasha Toten & Joseph Jamil | October 27, 2017

The Ontario Securities Commission (“OSC”) first signaled that it considers diversity on public company boards and executive teams to be a priority when it implemented what is known as the women on boards and in executive positions rules (the “WB/EP Rules”) in 2014. At a roundtable discussion on October 24, 2017, the regulator signaled that it is ready to listen to the community and take further steps to advance gender diversity on the board and in executive officer positions of public companies.

Amongst the various proposals, the OSC is considering requiring public companies to set targets for the number and percentage of women on the board of directors and in executive roles. The OSC may not set the target for each company, but rather require public companies to set targets themselves and to disclose the progress of such targets.

Concerns were raised among the panelists about the setting of targets. Some companies may be hesitant to set a target because, in the event that if they do not meet it, it would be viewed negatively by the market. Another concern is that public companies will set low targets or targets that they have already achieved, thereby not advancing the issue.

The push for targets comes shortly after the findings of the Canadian Securities Administrators’ (“CSA”) third consecutive annual review of the disclosure rules in National Instrument 58-101 Disclosure of Corporate Governance Practices. Key findings from the CSA Multilateral Staff Notice 58-309, which included a review of 660 issuers include:

  • 14% of board seats are occupied by women
  • 39% of issuers have no women on their board
  • 11% of issuers have three or more women on their board
  • 38% of issues have no women in executive officer positions
  • 35% of issuers adopted a policy relating to the representation of women on their board
  • 11% of issuers adopted targets for the representation of women on their board
  • 3% of issuers adopted targets for the representation of women in executive officer positions

As previously discussed on this blog, diversity remains an issue in the cannabis industry, where there are notably low numbers on boards and in the C-suite positions.

In addition to gender diversity targets, other panelists mentioned professionalizing the recruitment process for directors and executive officers and imposing director terms limits or other forms of board renewal.

Regardless of the direction that the OSC and the CSA will take, gender diversity on the board and in executive officer positions will continue to be a priority.


Andrew Elbaz

Andrew Elbaz

Andrew’s practice focuses on securities and capital markets. He advises clients primarily on initial public offerings, private placements, mergers, acquisitions, and joint ventures in a variety of industries including cannabis. Andrew regularly acts for issuers based in Canada, the United States, and around the globe looking to access Canadian capital market opportunities and list on the Toronto Stock Exchange or the TSX Venture Exchange.
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Sasha Toten

Sasha Toten

Sasha’s work focuses on providing her clients with advice on all aspects of corporate law, including securities, mergers and acquisitions, lending, transactional, and regulatory compliance issues. Sasha also sits on the Board of Directors of Young Women in Law and holds the officer positions of Secretary and Treasurer.
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Comments (3)

  1. Jules:
    Dec 29, 2018 at 12:53 AM

    Fascinating article. Very in depth. My one question is: from where would Canada import cannabis? Are there countries currently exporting cannabis legally? Uraguay seems like the most economical source, although shipping costs could be an issue.

  2. miss lena:
    Feb 24, 2019 at 01:52 PM


    All labels will need to be plain, not appealing to children, and make no health claims. For edibles, there may be no dietary claims, and for topicals, there may be no cosmetic claims. For all of the new product classes, packaging and labelling must not contain any elements that associate the product with an alcoholic beverage, alcohol, or an alcohol brand.

  3. miss lena:
    Feb 24, 2019 at 01:52 PM

    All labels will need to be plain, not appealing to children, and make no health claims. For edibles, there may be no dietary claims, and for topicals, there may be no cosmetic claims. For all of the new product classes, packaging and labelling must not contain any elements that associate the product with an alcoholic beverage, alcohol, or an alcohol brand.






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