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CBCA Diversity Disclosure Requirements Effective for 2020 Proxy Season, September 2019


Lawyer Jonathan Feldman, Tara Hunt
Area Corporate Finance and Securities


Article originially published in Canadian Securities Law News, September 2019

Excerpt from "CBCA Diversity Disclosure Requirements Effective for 2020 Proxy Season":

For the upcoming 2020 proxy season, new disclosure requirements will be effective for publicly-listed corporations incorporated under the Canada Business Corporations Act (CBCA). They mandate additional diversity disclosure in connection with an annual meeting of shareholders held on or after January 1, 2020. Notably, the new regulations align with the “comply or explain” regime adopted under Canadian securities laws, which prescribe disclosure regarding gender diversity on boards and in senior management. But the regulations also go beyond these requirements by (i) expanding the scope to include diversity disclosure with respect to a broader range of “designated groups”1, and (ii) requiring such disclosure from “venture” issuers in addition to “non-venture” issuers (i.e., issuers listed on the Toronto Stock Exchange (TSX), TSX Venture Exchange (TSX-V) and Canadian Securities Exchange (CSE)).

1 For the purposes of the requirements, “designated groups” is defined with reference to the federal Employment Equity Act, and includes women, Aboriginal peoples, persons with disabilities and members of visible minorities. Corporations may rely on self-identification by members of the designated groups (e.g., by including voluntary questions in the annual questionnaire) for disclosure purposes.

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