OSC 'comply and explain' plan for women on boards draws praise

Most of the companies and groups who sent comments about a proposed Ontario Security Commission reporting requirement around women on their boards support the “comply and explain” approach taken by the securities regulator,

But a small minority said the OSC proposal did not go far enough, and advocated a quota system.

In January, the OSC asked for comments about rules that would require companies to disclose the number of women they have in high-ranking positions as directors and executive officers and what they are doing to make their boards more diverse.

The OSC also proposed that companies disclose how they find candidates for senior positions and how they pick members of their board and high-ranking executives. In another move that could mean long-range changes, the regulator is suggesting businesses disclose term limits for directors.

This “comply and explain” approach would make internal policies public and allow shareholders to see how listed companies handle the issue of women on boards.

The business case

Most of the respondents agreed that now is the time to act on the issue of getting women into the executive suites.

They also “agreed that the 'business case' for having women on boards and in senior management has been successfully established,” according to an OSC summation of the comments. The comment period closed April 16.

Most believed that diversity adds to improved direction, leadership and performance as companies who do not understand the female point-of-view cannot anticipate market trends.

Goldy Hyder, president of Hill + Knowlton Strategies said it’s important that shareholders see that boards with women do very well.

"A study of over 2,400 companies with a market capital of over $10 billion over a six-year period where there were just men boards vs. diverse boards, the ones with women outperformed them by 26 per cent," he said.

During a debate on CBC's The Lang & O'Leary Exchange, Bill Robson, CEO of the C.D. Howe Institute questioned how this set of policies conformed with the OSC mandate, suggesting it had overstepped its role.  

Commenters to the OSC were keen that each company remain free to set the policies it would use to promote women to its board or executive suite.

Little support for targets

Most did not want the OSC to mandate policies for companies to follow to promote women, nor did they want have to set a target number of women on the board.

Only a minority of commenters advocated quotas for female representation, saying they feared the voluntary approach would not be effective.

An OSC survey of TSX-listed companies found 57 per cent of respondents have no women directors and 28 per cent have only one woman on their board. Only three companies that responded replied that women comprise half or more of the board of directors.

Many stakeholders thought that the disclosure requirements should apply to diversity generally, rather than focusing just on the representation of women on boards and in senior management, the OSC said in its report.

The panel agreed diversity was more than just women on boards.

"It might be more about class than it is about identity," said Armine Yalnizyan, senior economist with the Canadian . Centre for Policy Alternatives.

"Or just life experience and the life experience part is not immaterial because the OSC proposal doesn’t just talk about the women on top, but reaches down into promotions into senior management ranks because that’s important to bring perspective on how do we balance the various parts of our lives," she added.