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Development finance facilities: Prospects for APAC
Sponsors and project developers across the renewables and energy transition space are currently facing a challenging macroeconomic environment.
Canada | 出版物 | July 8, 2020
On January 1, 2020, regulations supporting the amendments to the Canada Business Corporations Act (CBCA) regarding new diversity disclosure obligations for publicly traded corporations came into force. As discussed in a previous update, the amendments introduced a “comply or explain” regime whereby CBCA-incorporated publicly traded corporations must disclose, among other things, whether or not they have a diversity policy for their board of directors and senior management, whether or not the policy includes targets for the representation of four “designated groups” (i.e., women, Aboriginal peoples, persons with disabilities and members of visible minorities) and statistics on the representation of these groups.
We have reviewed the diversity disclosure of 199 CBCA-incorporated issuers, 21 of which are included in the TSX 60 index. In doing so, we have compiled the following statistics:
On the adoption of targets1 for the representation of designated groups:
Category | CBCA | TSX 60 |
---|---|---|
Issuers that have adopted at least 1 target | 41 (20.6%) | 10 (47.6%) |
Issuers that have adopted at least 2 targets | 12 (6.0%) | 5 (23.8%) |
Issuers that have adopted at least 3 targets | 1 (0.5%) | 1 (4.8%) |
Issuers that have adopted 4 targets or more | 1 (0.5%) | 0 (0.0%) |
Issuers that have adopted target(s) for designated group(s) other than women | 2 (1.0%) | 1 (4.8%) |
Average target for the representation of women (board) | 29.1% | 28.0% |
Average target for the representation of women (senior exec.) | 26.1% | 28.8% |
Proportion of targets that are already met (board) | 61.0% | 70.0% |
Proportion of targets that are already met (senior exec.) | 27.3% | 0.0% |
On the representation of women:
Category | CBCA | TSX 60 |
---|---|---|
Issuers with no women (board) | 45 (22.6%) | 0 (0.0%) |
Issuers with no women (senior exec.) | 53 (26.6%) | 1 (4.8%) |
Average current representation of women (board) | 19.0% | 31.0% |
Average current representation of women (senior exec.) | 17.1% | 17.5% |
Highest current representation of women (board) | 50% | 50% |
Highest current representation of women (senior exec.) | 66.7% | 33.3% |
On the representation of other designated groups:
Category | CBCA | TSX 60 |
---|---|---|
Issuers with no member from any designated group other than women | 100 (50.3%) | 4 (19.0%) |
Issuers with at least 1 member from a visible minority (board) | 49 (24.6%) | 7 (33.3%) |
Issuers with at least 1 member from a visible minority (senior exec.) | 70 (35.2%) | 12 (57.1%) |
Issuers with at least 1 Aboriginal (board) | 7 (3.5%) | 3 (14.3%) |
Issuers with at least 1 Aboriginal (senior exec.) | 5 (2.5%) | 2 (9.5%) |
Issuers with at least 1 person with a disability (board) | 6 (3.0%) | 1 (4.8%) |
Issuers with at least 1 person with a disability (senior exec.) | 7 (3.5%) | 2 (9.5%) |
Average representation of visible minorities (board) | 4.7% | 3.8% |
Average representation of visible minorities (senior exec.) | 7.4% | 11.3% |
In October 2019, the Canadian Securities Administrators (CSA) published a staff notice on the presence of women on boards of directors and in executive officer positions2, based on data from 641 issuers that had filed information circulars or annual information forms by July 31, 2019 (regardless of governing statute).
The CSA statistics tend to reflect trends similar to the ones reproduced above. For instance, the CSA found an average of 17% of board seats were held by women, while we computed a 19% representation for women, on average, for the 199 CBCA-incorporated corporations we reviewed. With respect to adopting diversity policies, the CSA found that 50% of issuers had adopted a policy on the representation of women on their boards, while we found that 49.2% of issuers had adopted such a policy. The CSA also found that 22% of issuers had set a target for the representation of women on their boards, while we found that 20.6% of issuers had adopted such a target.
It remains to be determined whether the obligation to disclose a corporation’s diversity targets and any progress made towards their achievement, and related disclosure regarding the representation of designated groups, will have an impact on the actual representation of designated groups within boards of directors and senior management.
The new CBCA disclosure regime relies on self-identification. Although essential to obtain non-biased data, self-identification comes with its own set of challenges. Some directors or executives may feel uncomfortable to self-identify as a member of a designated group, even though their declaration remains confidential.
In our review of management information circulars, we observed a wide spectrum of disclosure practices on self-identification. Not all issuers specifically stated their statistics for the representation of designated groups were based on self-identification. Amongst those who did, certain issuers did not include gender, some specifically included gender, while others did not mention whether or not data on gender resulted from the self-identification of their directors and senior management.
Successfully implementing self-identification practices is a matter of respect and culture, and it should not be underestimated: it is key to complying with the spirit of the regulations and, incidentally, with privacy laws.
While disclosing information on diversity is now required for publicly traded CBCA-incorporated corporations, our recent review revealed a wide range of practices on how information is disclosed. To help you navigate the new requirements, we have formulated certain recommendations based on best practices observed thus far in the market and where we see them going:
With the recent CBCA amendments, Canadian corporations are called upon to expand their view of diversity. In doing so, issuers should remember that diversity alone does not guarantee success.
For instance, evidence that board diversity benefits corporations has generally been mixed, and this is in part attributable to shortcomings with respect to inclusion, a blind spot for many organizations. Indeed, "To make diverse boards more effective, boards need to have a more egalitarian culture — one that elevates different voices, integrates contrasting insights, and welcomes conversations about diversity."4 In other words, issuers should look past diversity and aim for more inclusion throughout their organizations.
This is all the more relevant considering current societal questioning on systemic racism.
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Sponsors and project developers across the renewables and energy transition space are currently facing a challenging macroeconomic environment.
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