Driving Diversity in Canadian Boards: ICD and Osler Collaborate on Diversity Template

Nov 30, 2016
The Institute of Corporate Directors (ICD) and Osler, Hoskin & Harcourt LLP have made available to all Canadian public boards a complimentary Board Diversity Policy Template designed to simplify the process of drafting a gender diversity policy and to provide a tool for boards to begin or advance their process of diversification. 

The Template, which can be accessed via both organizations’ web sites, is written in plain language and offers companies simple and standardized diversity policy language that complies with National Instrument 58-101 Disclosure of Corporate Governance Practices. The document includes three distinct diversity clauses from which companies can choose, including a customizable clause that allows users to determine a diversity percentage target and a year by which that target will be achieved.
“One of Canada’s great strengths is its diversity and there are talented, experienced, ‘board-ready’ women in all sectors of our economy who can apply new thinking to the marketplace, including 3500 in the ICD Directors Register” said Rahul Bhardwaj, President and CEO of the ICD. “This template will help many companies focus on the business and innovation merits of diversification.”
Recent disclosure reporting shows that gender diversity is not yet reflected in the composition of most corporate boards. In 2015, the Ontario Securities Commission reported that only 21% of issuers had adopted a policy relating to the identification and nomination of women directors. Importantly, issuers with such a policy had higher average female board representation (18%) as compared to those with no policy (10%).
“Relatively few companies have adopted a diversity policy,” said Andrew MacDougall, a partner at Osler who specializes in corporate governance. ”This document provides boards with a tool to discuss the issue and meet their disclosure requirements, which is important because boards with policies tend to be more diverse.”
Specifically designed not to be “one-size-fits-all”, the Board Diversity Policy Template is a simple entry point for companies, and particularly smaller and mid-cap issuers, that have not yet addressed gender diversity. The document can be imported by users to tailor policies that align with their organization’s business objectives and the competency and behavioural requirements they have identified for their board.
“Board composition is about performance not conformance,” added Bhardwaj. “Each company should maintain the ability to compose a board reflective of business objectives but diversity drives innovative thinking and we encourage boards to draft policies and reflect on how to diversify.”
About The Institute of Corporate Directors (ICD)
The Institute of Corporate Directors (ICD) is a not-for-profit, member-based association representing Canadian directors and boards across the for-profit, not-for-profit, and Crown sectors. The ICD has more than 11,000 members and 11 local chapters across Canada. The ICD fosters the sharing of knowledge and wisdom through education, professional development programs and services, and thought leadership and advocacy to achieve the highest standard of directorship. www.icd.ca
About Osler, Hoskin & Harcourt LLP
Osler is a leading law firm with a singular focus – your business. From Toronto, Montréal, Calgary, Ottawa, Vancouver and New York, we advise our Canadian, U.S. and international clients on an array of domestic and cross-border legal issues. Our collaborative “one firm” approach draws on the expertise of over 400 lawyers to provide responsive, proactive and practical legal solutions driven by your business needs. For over 150 years, we’ve built a reputation for solving problems, removing obstacles, and providing the answers you need, when you need them. It’s law that works. www.osler.com 
Matthew Fortier
Vice-President, Policy
Institute of Corporate Directors
Patrick Dean
Director, Marketing &Communications