Summary
Details
- Canada
Disclosure is mandatory for CBCA-distributing corporations.
Criteria:
Reporting must follow the prescribed format and definitions set out in regulations under the Act.
Annual updates are required, even if there is no change in diversity outcomes.
Privately held CBCA corporations that are not distributing corporations are excluded.
Disclosure obligations focus on governance and diversity and do not require quantitative environmental metrics.
Corporations incorporated under provincial law are outside CBCA scope, though similar rules may apply provincially.
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What’s Required
Corporations governed by the CBCA and listed on a designated stock exchange must:
Collect and disclose prescribed information on the diversity of directors and members of senior management.
Report on representation of designated groups, including women and other prescribed categories.
Describe policies or approaches relating to diversity, or explain why none exist.
Include this information in annual shareholder communications.
Important Deadlines
January 1, 2020 – Expanded diversity disclosure requirements under the CBCA came into force, requiring distributing corporations to begin annual diversity reporting in proxy circulars and filings.
Annual Meeting Cycle (each year): CBCA distributing corporations must include the required diversity disclosure in the annual proxy circular or meeting notice distributed to shareholders and filed with Corporations Canada, typically ahead of each annual general meeting.
90 days before proxy filing date: Corporations Canada outreach and reminders are sent to obligate reporting corporations in advance of upcoming filing deadlines (practice, not statutory).
Current Status
The CBCA diversity disclosure amendments are in force and operational.
The framework has been expanded over time to include broader designated groups beyond gender.
The requirements operate alongside, but independently from, securities law disclosure obligations.
Penalties for Non-Compliance
Failure to comply can result in regulatory enforcement under the CBCA.
Consequences may include compliance orders and reputational risk due to non-disclosure in public filings.
Examples of Known Violations
A federally incorporated, publicly listed company must include a diversity table in its annual meeting materials showing representation at the board and executive levels.
A corporation without a formal diversity policy must clearly explain the absence of such a policy.
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