ASC Releases Proposed Amendments Regarding Disclosure of Corporate Governance Practices

On September 14, 2016, the Alberta Securities Commission (ASC) released for comment its proposed amendments to National Instrument 58-101 Disclosure of Corporate Governance Practices (PDF). The proposed amendments put forward a "comply or explain" disclosure model with respect to the representation of women on the boards of directors and in executive officer positions of public companies (excluding companies listed on the TSX Venture Exchange) (Non-Venture Issuers).

The proposed amendments will already be familiar to companies that are reporting issuers in jurisdictions other than Alberta, British Columbia, and Prince Edward Island, as all other provinces, including Ontario, implemented the proposed amendments in 2014 (see our previous update, Final Disclosure Rules Regarding Women on Boards and in Senior Management). As a result, Alberta public companies that are reporting issuers in Ontario or any of the other participating jurisdictions are already subject to the proposed amendments that Alberta now intends to implement.

The Proposed Amendments

The proposed amendments would make disclosure requirements in Alberta consistent with those in the participating jurisdictions and require Alberta Non-Venture Issuers to disclose the following information in their proxy circular or annual information form:

• director term limits or other mechanisms of board renewal currently in place;
• written policies regarding the identification and nomination of women directors, specifying the key objectives and provisions;
• whether the board considered the level of female representation in the director identification and selection process;
• whether the issuer considered the level of female representation in executive officer positions in the executive officer appointment process;
• the issuer's targets regarding women on the issuer's board and in executive officer positions, if any; and
• the current number and proportion of women on the board and in executive officer positions.

Where a Non-Venture Issuer has not adopted such policies, practices or targets, it must provide an explanation for not doing so.

Next Steps

While most Alberta-based public companies will already be familiar with the ASC's proposed changes and are already complying with them (meaning the proposed amendments will not impose any new requirements on them), comments on the proposed amendments may be submitted to the ASC on or before October 14, 2016. Bennett Jones is pleased to assist clients with submitting comments, addressing any questions or concerns, and advising on the preparation of disclosure in anticipation of the proposed amendments.

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