Unfortunately, the CSA’s 10-year review did not provide an update on the status of the Proposed Amendments to Form 58-101F1 Corporate Governance Disclosure of National Instrument 58-101 Disclosure of Corporate Governance Practices and Proposed Changes to National Policy 58-201 Corporate Governance Guidelines , which were released for comment on April 13, 2023 and discussed in more detail in an earlier Governance Insights article. The proposed amendments to Form 58-101F1 have languished as the CSA attempts to reconcile the significant volume of input received on the duelling proposals contained therein. We are hoping to see definitive draft legislation this year from the CSA indicating whether it will follow the more prescriptive approach to diversity disclosure for designated groups akin to the regime incorporated in the CBCA or the less prescriptive approach to diversity disclosure supported by British Columbia, Alberta, Saskatchewan and Northwest Territories. The wait for the CSA to conclude its deliberations on the incorporation of other aspects of diversity into Canada’s continuous disclosure regime has taken on added import given the very public abandonment by some U.S. public companies of D&I initiatives in the wake of Donald Trump’s re-election. We will be watching to see whether the D&I pushback in the United States will have any influence or response in Canada. A clear statement and definitive legislation from the CSA clarifying a new diversity reporting regime could go a long way towards dampening momentum behind any nascent anti-D&I movement here in Canada. In the absence of legislative action by the CSA, proxy advisory firms Institutional Shareholder Services and Glass Lewis, together with Canada’s institutional investors, are likely to continue to advocate and exercise voting power to influence Canada’s public companies to make further progress on the representation of women and other diverse groups on boards and executive teams.
Canada’s Anti-Slavery Regime
THE REPORTING REQUIREMENT
When the Supply Chains Act came into effect, the expectation was that an issuer’s report would disclose what it had done in the prior year to prevent and reduce the risk of forced or child labour in its supply chain. The first reporting deadline under the new legislation was set to May 31, 2024, providing businesses with only a few months from the time the Act came into force to determine if they were subject to the reporting obligation – a deadline that seemingly presumed that issuers were already assessing the risk of forced labour in their supply chains.
GUIDANCE AND ENFORCEMENT
After extensive criticism regarding the vagueness of the legislation, Public Safety Canada issued and reissued guidance. When such clarification efforts failed, Public Safety Canada simply asked companies to report whatever information was in hand and confirmed that enforcement actions would not be taken against non-compliance. (We understand that no enforcement actions have been undertaken and that reports for 2024 are still being accepted.)
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Governance Insights 2025
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