Risk Management and Crisis Response Blog

Board and executive diversity remains a focus for regulators: CSA releases its report on women on boards and in executive officer positions

Oct 28, 2019 4 MIN READ
Andrew MacDougall

Partner, Corporate, Toronto

Jennifer Jeffrey

Associate, Corporate, Toronto

On October 2, 2019, the CSA released its fifth annual report [PDF] on women on boards and in executive officer positions (the CSA Report). The CSA Report outlines key trends from a review of public disclosure regarding women on boards and in executive officer positions, conducted by securities regulatory authorities in seven provinces. Highlights from the CSA Report, set out in detail below, demonstrate that progress continues to be made with respect to female board representation – however the executive level remains predominantly male – with only 4% of issuers placing a woman in the role of chief executive officer.

Highlights from the CSA Report

Board seats

  • 17% of issuers’ board seats were held by women; however, this number tended to increase with the size of the issuer and varied by industry
  • 33% of vacated board seats among the issuers were filled by women
  • 73% of issuers had at least one woman on their board, however:
    • 170 issuers had no women on their board
    • only 5% of the board chairs were women


  • 50% of issuers adopted a policy relating to the representation of women on their board.

Executive officers

  • 64% of issuers had at least one woman in an executive officer position, but:
    • ​only 4% of issuers had a woman chief executive officer, and
    • only 15% of issuers had a woman chief financial officer.


  • 22% 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.

Term limits

  • 21% of issuers adopted some form of director term limits (alone or with other mechanisms of board renewal), but there has been no change in the percentage of companies with term limits over the last three years and very little change since 2015, when 19% of issuers had adopted them.

CSA Report and Osler’s 2019 Diversity Disclosure Practices Report are aligned

The CSA Report is generally consistent with the results of Osler’s 2019 Diversity Disclosure Practices – Women in leadership roles at TSX-listed companies (the Osler Report). 

The Osler Report highlights that among the data reviewed, women now hold over 18.1% of board seats among companies disclosing the number of women on their boards, the highest proportion yet, and a 50% increase compared to 2015 (when it was 12%). As noted above, according to the CSA Report, 17% of board seats were held by women. The Osler Report’s metrics are slightly higher because (i) Osler’s sampling of issuers is based on filings during the first seven months of the year and, therefore, includes issuers such as the banks and (ii) Osler measures diversity on boards based on nominees presented to shareholders, not the composition of the board prior to the annual meeting. The Osler Report also highlights the fact that among the S&P/TSX 60 companies, women now hold 30% of the available board seats – a key goal of the 30% Club, a global movement aimed at achieving better gender balance at the board and senior management levels.

The Osler Report and the CSA Report also highlight the fact that while women were appointed to over one-third of all newly created or vacated board seats, the year-over-year rate of increase in the proportion of board seats held by women is starting to slow – as demonstrated in the Osler Report, the increase was 2.5% from 2016 to 2017, 1.9% the following year and now only 1.7% compared to last year.

In addition to statistical results, the Osler Report highlights:

  • recent themes and developments in diversity and disclosure beyond gender worldwide – noting that there continues to be strong interest in gender diversity, both from regulators and institutional investors alike.
  • companies that have achieved gender parity on the board or in executive officer ranks, and the various practices that companies have disclosed they are pursuing to increase their proportion of female leaders.
  • companies that have taken a thoughtful approach to their disclosure and are choosing to externally highlight and discuss the ways they think about promoting diversity in their organization both in response to and beyond the confines of the disclosure requirements, including examples of best practices in disclosure.

As first highlighted in an update in July, “Canada is first jurisdiction worldwide to require diversity disclosure beyond gender.” Furthermore, diversity disclosure rules will also apply to federally incorporated public companies effective Jan. 1, 2020.  At that time, diversity disclosure in Canada will also extend beyond gender as all publicly traded companies governed by the Canada Business Corporations Act (including TSX venture issuers) will be required to provide shareholders with information on the corporation’s diversity policies and practices, not only with respect to the representation of women, but also with respect to the representation of members of visible minorities, Aboriginal persons and persons with disabilities.