Canadian companies facing new reporting rules on gender diversity have been slow to unveil board policies in anticipation of the new standards.
A Board Games review of companies in the S&P/TSX composite index shows just 17 companies, or 7 per cent of the index, disclosed information in their annual proxy circulars this year about having a board diversity policy, and just 4 per cent disclosed a specific target for women on the board.
Both are elements of new disclosure requirements that have been under development for more than a year, and were published in draft form in January – and final form in mid-October – for implementation on Dec. 31.
The rules are being adopted by seven provinces and two territories, including by the Ontario Securities Commission, which oversees companies trading on the Toronto Stock Exchange. They require companies to report on their policies for diversity on boards and in senior management ranks, and whether they have set targets for women, or else explain why they have decided not to have such policies.
Lawyer Carol Pennycook, who advises boards on governance issues, said many companies are still reviewing what should be included in a diversity policy and have been reluctant to move too quickly and develop standards that won’t work in the long term.
“A lot of them don’t want to be the first responder here. They want to look at what others are doing including their own peer group, and come up with a policy they can live with for the next five or 10 years,” she said.
But Cineplex Inc. board chair Phyllis Yaffe said it was an easy decision for the company to adopt and publish a 30-per-cent target for women on its board of directors this year even though diversity disclosure was not mandatory in 2014.
Ms. Yaffe said Cineplex only needs one more woman to have three women of nine independent directors on the board to meet the target, which it previously met until one of the women on the board retired.
“It’s been in our sights, and we had this as a goal, so it was not a difficult thing for us to do – it was not a stretch,” she said.
A broader review this year of 372 public companies by law firm Davies Ward Phillips & Vineberg LLP – which included smaller companies in Canada’s S&P/TSX smallcap index – shows 32 companies or 8.6 per cent of those reviewed had a diversity policy or guidelines covering women on their boards.
While most companies have no specific targets for gender diversity on their boards, the Davies review found 12 companies that published voluntary targets they intend to reach for women on their boards.
Calgary-based director Kathy Sendall, who sits on the board of Paris-based geoscience company CGG, says it makes no sense that many companies will set targets for themselves in many areas of business but refuse to create one for diversity.
“Organizations are not reluctant to measure a whole lot of business dimensions, and this is just another of those in my mind,” she said.
Unsurprisingly, companies with targets also had more women on their boards, averaging 25 per cent female directors compared with 10 per cent for companies with no targets.
The Canadian Coalition for Good Governance, which represents most of Canada’s largest institutional investors, is not pushing companies to have targets because they may not be appropriate for all situations, said executive director Stephen Erlichman. But he said they are a clear way of guaranteeing that a company will make progress.
“We’re looking for progress, and logically a target is progress,” he said. “But targets may not be right or make sense for all issuers.”
Companies with targets are typically aiming to have 25 per cent to 50 per cent women on their boards. Details of how the targets work also vary among companies, including whether the targets are future goals or bare minimums.
Some companies such as Royal Bank of Canada, for example, say they have an objective to reach 25 per cent women on their boards, while Emera Inc. said its policy requires a minimum of no fewer than 25 per cent women.
Time frames also vary, with some companies stating a date by which they plan to reach their gender targets while others do not.
Real estate developer Dream Unlimited Corp., for example, has five women on its eight-member board, and said simply that it targeted to have at least 50 per cent female directors, and has already met the target. Cominar REIT disclosed in its proxy circular it “aims to move toward gender parity” for its trustees but did not provide a target date, while Cineplex specified it plans to reach 30 per cent women by 2017.
Some companies with high numbers of women on their boards have not disclosed any targets.
DH Corp., which provides technology to financial services companies, has four women on its board out of eight independent directors, but does not have a target for gender parity. DH also has 50 per cent women in senior management roles.
“We’ve found our way to get to this answer without necessarily having to have explicit targets,” chief executive officer Gerrard Schmid said in a recent interview. “It’s just been something that’s been at the forefront of management’s attention, and hence why we are where we’re at today.”Report Typo/Error