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For 2020, Board Games introduced a new question on broader board diversity, and raised the bar for gender diversity as well.

The new two-point question asked: “Has the company addressed diversity on its board in areas other than gender?” Only four companies of 211 received the full two points: Cameco Corp., Cenovus Energy Inc., Aecon Group Inc. and Teck Resources Ltd.

For the first point, companies had to do two things. They had to disclose whether they have any board members who are Aboriginal, a member of a visible minority or who have a disability. They also had to disclose any details of a process used to consider the representation of any of these groups on the board, such as recruitment practices aimed at ensuring candidates are considered for board seats. (The terms in the Board Games question, including “Aboriginal,” are taken directly from the 2020 changes to the Canada Business Corporations Act, or CBCA.)

Companies got the second point if they disclosed that they actually have a board member who fits those diversity categories. Many companies in the Board Games survey got this point for having a diverse director, but not the first point, as they failed to disclose any policies that would promote a more diverse board.

A total of 170 companies out of 211 received zero points.

Here are details on the four companies that received full credit. The CBCA does not require companies to name the specific directors who are part of the diverse groups. All information was current as of the time of the filing of its 2020 management information circular:

Toronto-based construction company Aecon said its corporate governance, nominating and compensation committee has committed to finding director candidates with a “broad range of approaches, backgrounds, skills and experience,” and, when it uses an outside search firm, it will be directed to make it a “priority” to include diverse candidates. One of its 10 board members was a visible minority, while it had no Indigenous or disabled directors.

Cameco, the Saskatoon-based uranium company, has an Indigenous director. It says its nominating, corporate governance and risk committee reviews board diversity every year, and it measures its progress toward its objectives for female, Indigenous, geographic and age representation. It does not have measurable objectives for visible minorities or for people with disabilities, and it has none on the board.

Calgary-based energy company Cenovus said it has an “aspirational” – not formal – target that at least 40 per cent of its independent directors be part of what it calls “designated groups,” which includes women, by 2025. It says it has asked the external search firm that assists it in identifying potential female directors to add the three new groups listed in the CBCA to its criteria. At the end of 2019, Cenovus had one director, who identified as having a disability, but none who were Indigenous or a visible minority.

Teck Resources, a Vancouver-based miner, said its governance committee considers the level of representation of women, visible minorities and Indigenous peoples, but not persons with disabilities. It has a written policy that includes a requirement that its board search consultants bring forward diverse candidates.

The company does not have a formal target, however, in part “to guard against any perception that directors may have been nominated solely or primarily on the basis” of gender, race, ethnicity, disability or Indigenous status. It said that four of its 12 directors are visible minorities, and that the four make up 40 per cent of the company’s 10 independent directors. It has no directors who are Indigenous or who have disabilities.

Board Games also raised its gender rules for 2020, requiring at least two female board members, not just one, for companies to avoid a zero score.

For 2020, a company needed to have more than 33 per cent of directors be women for the maximum three points on the question; previously, having women in exactly one-third of the board positions was sufficient.

Companies can get an additional two marks if they disclose details of their gender-diversity policies and an internal target, with a timeline, for the proportion of women on the board.

All told, 55 companies received the full five points between the two gender questions.

Cameco was the only company to receive all seven points for gender and other forms of diversity.

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