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Diversity of boards of directors and senior management

As of February 7, 2022, the guidelines have been enhanced to help you disclose information more clearly and consistently.

On this page

Who must disclose diversity information

Federal distributing corporations, including venture issuers, created under the Canada Business Corporations Act (CBCA), now need to disclose information to their shareholders and Corporations Canada on the diversity of their boards of directors and senior management teams.

A corporation's senior management team includes any of the following:

Corporations have to report on the representation of 4 designated groups defined in the Employment Equity Act, on their board of directors and senior management teams:

Reporting on the representation of these 4 designated groups is the minimum requirement. Corporations may choose to disclose information about any other groups they believe contribute to the diversity of their boards and senior management teams.

What information to disclose

Your distributing corporation has to disclose information about women, Indigenous peoples, persons with disabilities and visible minorities. It also has to either disclose information about its policies and targets for the representation of the designated diversity groups, or explain why it does not have a policy and targets.

The information to disclose includes the following:

For details on the information that must be disclosed, refer to the Canada Business Corporations Regulations, 2001.

Benefits of having a diversity policy

One of the most significant steps to promote dialogue with shareholders about the benefits of diversity is to adopt a written policy relating to the representation of women, Indigenous peoples (First Nations, Inuit and Métis), persons with disabilities and members of visible minorities on the board of directors and among senior management. A written policy allows assessment of the corporation's current diversity and provides a basis for discussion on ways to improve diversity.

Visit the 50 – 30 Challenge page to find out about the benefits of having a more diverse organization and how to promote diversity on corporate boards and among senior management teams, including a toolboxFootnote 1 available to all organizations. You will also find information on how to participate on a voluntary basis in the 50 – 30 Challenge.

Guidelines

Background

Corporations Canada receives diversity information disclosure.

After the first 2 years of data collection, the following observations can be made:

Objectives

These guidelines are provided to encourage corporations to disclose their diversity information yearly in a more consistent manner. Corporations Canada will continue to receive diversity information disclosure and may provide additional guidelines in the future.

The guidelines are not intended to add any additional disclosure requirements.

Date of diversity information disclosure

Corporations are encouraged to clearly indicate the date of disclosure. This helps to delineate diversity information as of a certain date versus a future or past state of the corporation. For example, a corporation may disclose the information as of its financial year-end, as of the date of its management proxy circular or at any other date chosen by the corporation.

Example: The diversity information disclosed in this document reflects the corporation's situation as of January 20, 2022.

Guidelines details

Term limits for directors or other mechanisms of board renewal

Corporations must disclose whether they have adopted term limits for directors (either an age limit or a tenure limit) or other mechanisms of board renewal. Corporations are encouraged to present this information in a table format.

See table below as an example:

Term limits for directors or other mechanisms of board renewal
Age limit Tenure limit Other mechanisms of board renewal
[Indicate the age limit or "None".] [Indicate the tenure limit or "None".] [Describe the mechanisms of board renewal adopted by the corporation, or indicate "None" if the corporation has not adopted other mechanisms of renewal.]

If the corporation has not adopted term limits for directors or other mechanisms of board renewal, it must specify this and explain why it has not done so.

Example: The corporation has not adopted term limits for directors or other mechanisms of board renewal for the following reasons: [Indicate the reasons].

Written policy relating to the identification and nomination of directors from the designated groups

Corporations must disclose if they have adopted a written policy relating to the identification and nomination of directors from the designated groups.

If the corporation has adopted one, it must disclose the following information:

If the corporation has not adopted this type of written policy, it must specify this and explain why it has not done so.

Example: The corporation has not adopted a written policy relating to the identification and nomination of directors from the designated groups for the following reasons: [Indicate the reasons].

Consideration of the level of representation of designated groups

Board of directors

Corporations must disclose whether the board or its nominating committee considers the level of representation of designated groups on the board in identifying and nominating candidates for election or re-election to the board.

If the board or nominating committee does consider it, the corporation must specify this and explain how it takes this into consideration.

Example: The board of directors or its nominating committee considers the level of representation of [indicate the designated groups that the board or its nominating committee considers] on the board in the following way: [Indicate how the board or its nominating committee considers the level of representation].

If the board or its nominating committee does not consider it, the corporation must specify this and explain why it does not do so.

Example: The board of directors or its nominating committee does not consider the level of representation of [indicate the designated groups] on the board for the following reasons: [Indicate the reasons].

Senior management

Corporations must disclose whether they consider the representation of designated groups in senior management when appointing members of senior management.

If the corporation does consider it, the corporation must specify this and explain how it takes this into consideration.

Example: The corporation considers the level of representation of [indicate the designated groups considered by the corporation] in senior management when appointing members of senior management in the following way: [Indicate how the corporation considers the level of representation].

If the corporation does not consider it, the corporation must specify this and explain why it does not do so.

Example: The corporation does not consider the level of representation of [indicate the designated groups] in senior management when appointing members of senior management for the following reasons: [Indicate the reasons].

Targets for representation of designated groups on the board and among senior management

For each of the designated groups, corporations must disclose whether they have adopted targets for representation on the board and among senior management, the expected timeframe for achieving the targets, as well as progress made toward achieving the targets during the year and since its adoption.

Corporations are encouraged to:

See tables below as an example:

Targets for representation of designated groups on the board of directors
Designated groups Target Expected timeframe to achieve target Progress toward achieving target
Women [Indicate expected target] [Indicate expected timeframe] [Indicate progress made]
Indigenous peoples [Indicate expected target] [Indicate expected timeframe] [Indicate progress made]
Members of visible minorities [Indicate expected target] [Indicate expected timeframe] [Indicate progress made]
Persons with disabilities [Indicate expected target] [Indicate expected timeframe] [Indicate progress made]
Targets for representation of designated groups among senior management
Designated groups Target Expected timeframe to achieve target Progress toward achieving target
Women [Indicate expected target] [Indicate expected timeframe] [Indicate progress made]
Indigenous peoples [Indicate expected target] [Indicate expected timeframe] [Indicate progress made]
Members of visible minorities [Indicate expected target] [Indicate expected timeframe] [Indicate progress made]
Persons with disabilities [Indicate expected target] [Indicate expected timeframe] [Indicate progress made]

If the corporation has not adopted a target for representation of a designated group, the corporation must specify this and explain why it has not done so.

Example: The corporation has not adopted a target for the representation of [indicate the designated group(s) for which the corporation has not adopted a target] for the following reasons:  [Indicate the reasons].

Representation of designated groups among boards of directors and senior management teams

Corporations must disclose the number and percentage of members from each of the designated groups on the board and among senior management.

Corporations are encouraged to:

See tables below as an example:

Total number of directors on the board of directors and senior management members
Board of directors [Indicate the total number of directors]
Senior management [Indicate the total number of senior management members]
Representation of designated groups on the board of directors
Designated groups Number Percentage
Women [Indicate the number] [Indicate the percentage]
Indigenous peoples [Indicate the number] [Indicate the percentage]
Members of visible minorities [Indicate the number] [Indicate the percentage]
Persons with disabilities [Indicate the number] [Indicate the percentage]
Number of individuals that are members of more than one designated group [Indicate the number] [Indicate the percentage]
Representation of designated groups among senior management team
Designated groups Number Percentage
Women [Indicate the number] [Indicate the percentage]
Indigenous peoples [Indicate the number] [Indicate the percentage]
Members of visible minorities [Indicate the number] [Indicate the percentage]
Persons with disabilities [Indicate the number] [Indicate the percentage]
Number of individuals that are members of more than one designated group [Indicate the number] [Indicate the percentage]

How to disclose diversity information to Corporations Canada

Distributing corporations must send their diversity information at the same time to:

Afterwards, corporations must present this information at their annual meeting.

How to send the diversity information to Corporations Canada

Your corporation may choose to include the diversity information in its proxy circular (free). If so, the simplest way to send the information to Corporations Canada is through the Online Filing Centre or by email to ic.corporationscanada.ic@ised-isde.gc.ca.

Note: Even if you file the proxy circular with SEDAR, you also have to file it with Corporations Canada. The exemption from the filing of certain documents does not apply to management documents that are subject to diversity disclosure requirements. Diversity disclosure requirements under the CBCA are broader in scope than what must be disclosed under provincial securities legislation.

Information filed with Corporations Canada is available to the public.

Laws and regulations

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