Provincial

You want to be listed on the TSX? Make sure your governance plans includes diversity

By Sasha Toten | June 22, 2017

Since 2014, National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”) has required that non-venture issuers in Manitoba, New Brunswick, Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut, Ontario, Québec, Saskatchewan and Yukon disclose certain information regarding women on boards and in executive positions (the “WB/EP Rules”).

The Canadian Securities Administrators (“CSA”) have since conducted staff reviews of the WB/EP Rules to assess non-venture issuers’ compliance with the requirements. The CSA’s most recent report, dated September 28, 2016 (the “2016 CSA Report”), showed an overall increase in the number of women holding board seats from 11% to 12% from the first year of the amendments to NI 58-101 to the second year.

The nomination of women to the boards of cannabis companies is even less, however, with only 5% of the board seats at publicly traded marijuana issuers currently occupied by women, according to data provided by The Canadian Press.

Incorporating diversity among directors is important – a board of directors that has the skills and reflects the various needs of the market will be important for the ultimate success of issuers whether in the cannabis industry or not. Part of the issue could be that not all issuers are even complying with the new “comply or explain” regime.

Of the issuers in the sample surveyed for the 2016 CSA Report, 59% of issuers disclosed that they did not adopt a policy and 2% of issuers (or 13 issuers) provided no disclosure related to policy adoption.

While this is an improvement from the prior year, in which 65% of issuers disclosed that they did not adopt a policy and 8% of issuers (or 61 issuers) provided no disclosure related to policy adoption, there is tremendous room for improvement.

When issuers put their minds to the WB/EP Rules, progress has followed. The 2016 CSA Report found that the 141 issuers that had a policy had a higher percentage of women on their boards of directors (18%) than issuers without a policy (10%).

With a consumer audience with a wide variety of needs, cannabis issuers (and private companies) would benefit from directors and executives who reflect that diversity and needs.


Sasha Toten

Sasha Toten

Sasha’s work focuses on providing her clients with advice on all aspects of corporate law, including securities, mergers and acquisitions, lending, transactional, and regulatory compliance issues. Sasha also sits on the Board of Directors of Young Women in Law and holds the officer positions of Secretary and Treasurer.
Turn on Javascript!


Comments (3)

  1. Jules:
    Dec 29, 2018 at 12:53 AM

    Fascinating article. Very in depth. My one question is: from where would Canada import cannabis? Are there countries currently exporting cannabis legally? Uraguay seems like the most economical source, although shipping costs could be an issue.

  2. miss lena:
    Feb 24, 2019 at 01:52 PM


    All labels will need to be plain, not appealing to children, and make no health claims. For edibles, there may be no dietary claims, and for topicals, there may be no cosmetic claims. For all of the new product classes, packaging and labelling must not contain any elements that associate the product with an alcoholic beverage, alcohol, or an alcohol brand.

  3. miss lena:
    Feb 24, 2019 at 01:52 PM

    All labels will need to be plain, not appealing to children, and make no health claims. For edibles, there may be no dietary claims, and for topicals, there may be no cosmetic claims. For all of the new product classes, packaging and labelling must not contain any elements that associate the product with an alcoholic beverage, alcohol, or an alcohol brand.






Allowed tags: <b><i><br>