CSA – Proposed Amendments to Form 58-101F1 Corporate Governance Disclosure of National Instrument 58-101 Disclosure of Corporate Governance Practices and Proposed Changes to National Policy 58-201 Corporate Governance Guidelines

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CSA – Proposed Amendments to Form 58-101F1 Corporate Governance Disclosureof National Instrument 58-101 Disclosure of Corporate Governance Practicesand Proposed Changes to National Policy 58-201 Corporate GovernanceGuidelines (the “Consultation”)

Letter Summary:

The CSA is seeking comment on two approaches to build upon the existing disclosure requirements in Form 58-101F1 regarding
the representation of women on boards and in executive officer positions and board renewal adopted by most CSA jurisdictions
in 2014 (the 2014 Requirements). While each approach is premised on different concepts, both approaches are intended to provide enhanced, decision-useful information to investors to assist with their investment and voting decisions.

Overview of the Council’s Comments:

For the reasons set out in the letter, we support the adoption of the Form B approach to diversity disclosure set out in the Consultation. We would prefer this to include a requirement to disclose diversity considerations in relation to executive officer appointments and approaches to talent management for executive officers.

Standardized, decision-relevant disclosure that gives issuers room to provide additional context facilitates informed voting and other investment decisions. Non-standardized disclosure that requires investors to piece together what relevant information issuers’ management teams might or might not be offering up does not. If the CSA are unable to agree on this approach, we would support a decision by the OSC to adopt Form B unilaterally.