Senate proposal would force companies to set diversity targets for board of directors

Clear from current data that a nudge needed, with annual reporting to provide accountability:

In an effort to bolster the number of women, Indigenous people and racial minorities sitting on corporate boards, a group of senators is poised to amend government legislation that would force companies to set internal diversity targets.

Independent Ontario Sen. Ratna Omidvar, one of six members of the Red Chamber backing the amendment, said the Liberal government’s current approach in Bill C-25, which would simply encourage companies to boost gender diversity without applying any sort of target, is too timid.

The amendment would compel all publicly traded Canadian companies — roughly 600 on the Toronto Stock Exchange (TSX) — to set targets for increasing underrepresented groups, but would leave it up to each company to decide on what the target should be.

“The bill, as it currently stands, is just a tap on the shoulder, whereas our amendment turns the tap into more of an intentional nudge in the right direction,” Omidvar, an expert in diversity, said in an interview with CBC News. The amendment is expected to be introduced by Independent Sen. Paul Massicotte on Thursday, some 18 months after the bill was first tabled in the House of Commons.

Voluntary approach not good enough: senator

Under the government’s bill, a diversity policy is not mandatory. If a company does not develop one, they would simply have to tell their shareholders why, the so-called “comply or explain” approach adopted by other regulators in Canada.

“For us, that’s too soft a nudge,” Omidvar said. “What we may well get, as a result of this bill, is corporations developing diversity policies and putting them on the shelf and no action.”

Omidvar points to research from the Canadian Securities Administrators (CSA), an umbrella group of provincial securities regulators, which suggests a voluntary approach to diversity has led to little improvement.

Only 14 per cent of board seats are occupied by women, a three-percentage-point progress from 11 per cent in 2015. Forty-five per cent of all publicly listed companies do not have a single woman sitting on their board of directors. As for senior management, only 15 per cent of positions are filled by women, a proportion that has not progressed at all since 2015.

The research found that 1.1 per cent of board members are Indigenous, 3.2 per cent are persons with a disability and 4.3 per cent are members of a visible minority.

CSA also found that only 9 per cent of companies have internal targets for women on their boards, with a mere 2 per cent having targets for women in executive positions.

Omidvar said targets are not “quotas” per se as each company would be able to decide how many diverse candidates should be added to a board, but, at the very at least, they will have to commit to doing more.

Those targets, and a company’s success in meeting them, would then have to be reported to the federal government on an annual basis.

In turn, the minister responsible, the innovation minister, would prepare a public report documenting how well companies in Canada, writ large, have done in adding women and minorities to the seats of power at these companies. The company would also have to disclose progress to shareholders at their annual meetings.

Importantly, the amendment would actually define what exactly “diversity” is as the government’s bill, as currently written, is vague on that question.

If passed, the amended bill would compel companies to replicate definitions used by the federal government, namely that “diverse” candidates would include women, visible minorities, Indigenous people and those with disabilities. Notably, LGBTQ people would be excluded under such a definition.

Innovation Minister Navdeep Bains is unconvinced amendments are necessary and will not support this move to alter his bill.

“The minister has been clear that the act and the forthcoming regulations are an appropriate and balanced approach that will facilitate a conversation on diversity between shareholders and the management and boards,” a spokesperson said in a statement to CBC News.

The spokesperson pointed to the success of the “comply or explain” model in the United Kingdom and Australia, where the number of women on boards stands at more than 20 per cent in both jurisdictions.

“Given this, we believe Bill C-25 is a good bill for corporations, stakeholders, shareholders, and all Canadians, and hope for its quick passage through the Senate,” he said.

Opposition to quotas

There is a reluctance from some in the business community to set hard quotas — as has been done in Norway, for example, where 40 per cent of all seats must be occupied by a woman.

Paul Schneider, a senior executive at the Ontario Teachers’ Pension Plan Board, one of the largest institutional investors in the country, told the Senate committee studying Bill C-25 last month that he’d like to see a culture shift rather than the imposition of quotas.

“To be truly impactful, boards must take ownership of diversity. With a quota, they can abdicate ownership to the government,” he said.

“In the short run, quotas can indeed lead to greater diversity, but we fear that while establishing a quota incents boards to hit a specific number, it may hinder any progress over and above that target … Diversity should be achieved because it is good, sound business, not because it is a rule,” he said.

Omidvar said many companies are naturally sceptical of more regulation. “Generally, this is not particular to this bill, business leaders feel the less encumbered they are, the more capacity they will have to succeed in their business goals … but, as I’ve pointed out, [the amendment] just takes the bill from a tap to a nudge.”

And yet the proposed reporting regulations have the potential to be onerous as the more than 600 companies would have to take stock of how each of their board members (some have more than 20) identify, and then report that information to the government where the data would then be analyzed and catalogued, taking up time, money, and other resources.

Others, including Conservative Sen. Betty Unger, have said appointments should simply be based on who is best for the business.

“People invest in corporations to get a return on their investment, and this is best accomplished by appointing merit-based people to boards … As a woman — and, as you can see, I am not young — I could never feel good about myself if I knew that I got a position simply because I am a woman,” she said at a Nov. 30 committee meeting on the bill.

via Senate proposal would force companies to set diversity targets for board of directors – Politics – CBC News



Arts boards still don’t represent Toronto’s diversity: Bob Ramsay

Good comparative analysis:

Four years ago, I wrote a Star column on the shocking white maleness of the boards of Toronto’s “Big 6” arts groups. Back then, all 25 board members of the Toronto Symphony Orchestra were white.

Two years ago, I wrote an update. Surely, in the most diverse city in the world, the Big 6 would diversify their boards to better reflect their donors and audiences. Many big arts groups appoint board members precisely because they have the means to help raise serious money from their communities.

Unfortunately, it seems Not in Our Back Yard. In fact, in 2015 things got worse for the Canadian Opera Company (COC), where all 36 of their board members were white. In Toronto, the visible minority had just become the majority, yet the COC couldn’t find a single person from this new majority to help guide and secure their future.

So how is the state of diversity now? Well, I described the pace of diversifying big arts boards between 2013 and 2015 as “glacial.” But glaciers are receding faster than some big arts boards are advancing on this issue. So let’s call the progress between 2015 and now “snail-like.”

First, it’s important to note that not all the big arts boards are lagging in diversity. Some are leading in it and always have. For example, TIFF’s board of directors is made up of seven white men, six men of colour, five white women and two women of colour.

The Art Gallery of Ontario (AGO) and the Royal Ontario Museum (ROM) are doing pretty well too: The ROM’s board has six white men, three men of colour, six white women and four women of colour. The AGO’s board has 21 white men, four men of colour, 15 white women and two women of colour.

Meanwhile, the National Ballet of Canada board may have more women members than men, but of the 20 women, not a single one is a woman of colour. Not one. And of the 15 men, just one is a man of colour.

The Toronto Symphony board (reduced from 27 to 13) has seven men and six women on it board. All but one is white.

Once again, the Canadian Opera Company board lags behind. In 2015, 30 of its 42 board members were men and 12 were women. All were white. Today, with a board of 35, the number of women has fallen to 11, with not one being a woman of colour. Today, just two of its 22 male board members are men of colour.

Some people will argue that the arts aren’t obliged to have their leadership reflect the makeup of the general population. I buy that argument too. But all the organizations mentioned here are in the excellence business. This means they’re also in the engaging-new-communities business.

This is why I don’t buy the argument that people from non-European cultures just aren’t interested in opera, especially since the “from” can now be several generations past.

Worse still, why could the COC not even recruit a single member to its board from a ‘white’ culture that’s bathed in opera for centuries? Not one Russian-sounding name appears on the COC board. What’s more, this year, the COC hosted the two most famous opera singers in the world for a sold-out “night to remember” concert: baritone Dmitri Hvorostovsky and soprano Anna Netrebko. Guess where they’re from?

In my previous informal reviews of arts board composition, I’ve argued that more diverse boards will help the Big 6 expand its pool of ticket-buyers and financial supporters. Given that the arts are more challenged than ever on these two fronts, I thought that just made sense.

Source: Arts boards still don’t represent Toronto’s diversity | Toronto Star

New policy template aims to encourage gender diversity on boards

Good initiative and one benefit of having a policy is the discussion it engenders:

Canada’s leading association for corporate directors is hoping to nudge more companies to add women to their boards by offering a free template of a board-dversity policy.

The Institute of Corporate Directors has teamed up with law firm Osler, Hoskin & Harcourt LLC to develop a general model of a board-diversity policy, aiming it at smaller companies that have not complied with new diversity-reporting guidelines. The template includes alternative wording options so companies can customize the content and it is free to download from both organizations’ websites.

ICD chief executive officer Rahul Bhardwaj said his organization launched the project after seeing the results of a review of diversity-reporting rules by securities regulators in September. The review showed that just 21 per cent of 677 companies listed on the Toronto Stock Exchange clearly disclosed that they have adopted a gender-diversity policy for their boards and their executive ranks. While that is an improvement from the 15 per cent of last year, it still signals slow progress since regulators introduced new “comply or explain” rules in 2015 requiring companies to report on their approach to gender diversity.

Mr. Bhardwaj said he was concerned about the lukewarm response by companies to the new reporting rules and concluded that many smaller companies weren’t acting because they didn’t know where to start or didn’t have the resources to hire consultants and lawyers to help them develop policies.

“The first step is to actually turn their mind to it,” he said. “For organizations saying, ‘How do we actually start to craft a policy?’, we’re saying, ‘Here’s an easy way to do it.’ It will get you into the game and thinking about it.”

He said his hope is that boards will not simply “tick the box” by quickly downloading the sample policy and adding it to their disclosure documents, but will instead have a discussion about their approach to diversity.

Osler lawyer Andrew MacDougall, who wrote the policy, said many small companies could find it helpful to have access to a model that is similar to policies adopted by larger companies with help from professional advisers.

“Often the hardest part about making any change is taking that first step,” Mr. MacDougall said. “We thought that the easiest way to jump-start a dialogue at the board level would be to help them with the first step, which is the adoption of a policy.”

The template allows boards to choose whether to make a general statement about diversity, including having an “appropriate number of women directors,” or whether to commit to a specific target level of diversity on the board. They can also choose to add a time frame for reaching the target.

The policy also includes a provision that any search firm hired to help identify board candidates will include multiple women on the possible hiring list, as well as a clause that says female candidates will be included on any “evergreen” list of potential nominees.

Mr. MacDougall said he hopes many who use the template will opt to implement a concrete target for women on the board, but that might be a step too far for some.

“We wanted to make sure that they at least had a policy that forced them to have a dialogue about whether or not to adopt a target,” he said.

Source: New policy template aims to encourage gender diversity on boards – The Globe and Mail