Abstract
In 2015, the Ontario Securities Commission, or OSC, implemented a “comply or explain” rule that companies listed on the Toronto Stock Exchange (TSX) would have to either disclose information related to gender diversity, including the number of women on their boards and their policy on diversity, or explain why they were not doing so. Issuers, especially those in the mining sector, aren’t as far along as they should be. So much so that in recognising the problem, leading proxy advisory firms, ISS (Institutional Shareholder Services) and Glass Lewis, have put in place stronger board gender diversity guidelines for Canadian public companies. Companies have just under a year to comply or face a "withhold" vote against the chair of their nominating committee:
- As of Feb. 1, 2022, ISS will expect S&P/TSX Composite issuers to have at least 30% women board members, or a written gender diversity policy with a commitment to achieve that percentage over a “reasonable” time frame.
- ISS will also withhold a vote for the nominating committee chair for “widely held” companies that aren’t on the index if the company doesn’t have any women on the board and has no formal written gender diversity policy.
- As of January 1, 2022, Glass Lewis will require all TSX-listed issuers to have at least two female directors. Boards with six or fewer members must have a minimum of one female director.
This panel discussion will take stock of how gender diversity has evolved in mining company board rooms since 2015, current status, hurdles facing companies looking for qualified candidates, hurdles facing qualified candidates seeking board roles, and how the industry can come together to bridge the gap.