Canada Gazette, Part I, Volume 159, Number 7: Diversity Information Disclosure (Trust and Loan Companies) Regulations

February 15, 2025

Statutory authority
Trust and Loan Companies Act

Sponsoring department
Department of Finance

REGULATORY IMPACT ANALYSIS STATEMENT

(This statement is not part of the regulations.)

General Comment

Issues

One of Canada’s greatest resources is its people; however, women, racialized persons, Indigenous (First Nations, Inuit and Métis) peoples, and people living with disabilities are underrepresented in positions of economic influence and leadership, including on corporate boards and in senior management.

Diversity is fundamental to creating a thriving and successful financial sector that reflects Canadian values and achieves its potential. However, federal legislation does not currently require federally regulated financial institutions (FRFIs) to disclose diversity information to their owners (e.g. shareholders). Investors lack transparent and standardized information on the representation of women, Indigenous (First Nations, Inuit and Métis) peoples, persons with disabilities and members of visible minorities in senior leadership positions, and lack an understanding of FRFI policies, targets and goals to increase representation.

Background

Studies have demonstrated that diversity and inclusion in corporate governance are important drivers of new ideas and innovation, organizational performance, and growth.^{footnote 1} A 2020 study by McKinsey & Company found that companies with diverse leadership financially outperform corporations with less diverse boards.^{footnote 2} Boards have also been found to foster a culture of broadened perspectives, diligence, critical engagement, risk awareness, and may also produce better outcomes for consumers.^{footnote 3}

Since 2014, most provincial securities regulators in Canada have required TSX-listed companies to disclose diversity information relating to gender on boards and in executive positions.

With this momentum, the corporate governance framework of the Canada Business Corporations Act (CBCA) was amended to introduce diversity disclosure requirements, using a “comply or explain” model. It came into effect for federally incorporated corporations in 2020, following amendments through An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act in 2018, and subsequent amendments to the Canada Business Corporations Regulations, 2001 in 2019 (collectively, the “CBCA Amendments”). The CBCA Amendments require federally incorporated distributing corporations (typically publicly traded corporations) to annually disclose to their shareholders information on the number and percentage of directors and officers from each of the designated groups (i.e. women, Indigenous peoples, persons with disabilities, and members of visible minorities). Corporations must also disclose their policies and targets respecting diversity in corporate governance for each designated group or explain why they do not have a policy and targets.

Similar amendments were recently made to the corporate governance provisions of the Bank Act, the Insurance Companies Act and the Trust and Loan Companies Act (the “Financial Institutions Statutes”) through the Budget Implementation Act, 2024, No. 1 (the “Act”). These amendments would be brought into force by Order in Council, and the proposed Diversity Information Disclosure (Trust and Loan Companies) Regulations, Diversity Information Disclosure (Insurance Companies and Insurance Holding Companies ) Regulations and Diversity Information Disclosure (Banks and Bank Holding Companies) Regulations (the “proposed regulations”) are required for the amendments to become operational. This would bring the corporate governance framework for FRFIs into alignment with federal best practices by introducing a parallel diversity disclosure requirement for distributing financial institutions (which are typically publicly traded FRFIs). Distributing FRFIs typically have a significant socio-economic impact, and a broad base of shareholders positioned to leverage transparency to hold institutions accountable on diversity initiatives.

The Office of the Superintendent of Financial Institutions (OSFI) oversees federally regulated financial institutions and would be responsible for the enforcement of the proposed regulations.

Objective

The objective of the proposed regulations is to bring into force requirements for distributing FRFIs to disclose information on the diversity of board directors and senior management. This would ensure the same standards of accountability, transparency and corporate governance apply to distributing entities incorporated under the CBCA and the Financial Institutions Statutes. The diversity disclosure requirements are expected to promote greater diversity in the board of an FRFI and among its senior positions over time.

Description

The legislation would require directors of FRFIs to disclose the diversity information at the same time as the notice of annual meeting is sent to owners. The proposed regulations would specify the class of FRFIs subject to the disclosure requirements, establish a definition of “members of senior management” for the purposes of diversity disclosure and provide details on the prescribed information and the form in which it is to be disclosed.

In particular, the regulatory amendments would specify that

• the new obligations to disclose this information would apply to all distributing FRFIs; and
• the information to be described is
  • whether the financial institution has adopted term limits or other mechanisms of board renewal and either a description of those mechanisms or, if no policy, the reasons for not adopting the policy;
  • whether the financial institution has a written policy relating to the identification and nomination of directors from the designated groups and either the reasons for not adopting such a policy or if there is a policy, the following information:
    • a short summary of the policy’s objectives and key provisions,
    • a description of the measures taken to ensure effective implementation,
    • a description of the annual and cumulative progress in achieving the objectives of the policy, and
    • whether or not the effectiveness of the policy is measured and, if so, a description of how it is measured;
  • whether the level of representation of each of the designated groups is considered when nominating directors and either a description of how that level is considered or, if not considered, the reasons why not;
  • whether the level of representation of the designated groups is considered when appointing members of senior management and either a description of how that level is considered or, if not considered, the reasons why not;
  • whether there are targets for representation on the board and among senior management for each group referred to in the definition of designated groups and, if so, progress in achieving the targets and either, for each group with a target, the annual and cumulative progress in achieving that target or, if there is no target, the reasons for not adopting a target; and
  • the number and proportion (in percentage terms) of individuals from each of the designated groups on the board and in senior management.

The proposed regulations provide the following definitions:

• designated groups means the same as its definition in the Employment Equity Act, namely women, Indigenous peoples, persons with disabilities and members of visible minorities; however, First Nations, the Inuit and the Métis are each considered to be a group referred to in the definition designated groups and the information for each group must be reported separately;
• major subsidiary means a subsidiary whose assets and revenue are consolidated into the parent’s financial statements and account for 30% or more of the consolidated assets or revenues; and
• members of senior management means
  • the chair of the board of directors;
  • the vice-chair of the board of directors;
  • the president;
  • the chief executive officer;
  • the chief financial officer;
  • any vice-president in charge of a principal business unit, division or function including sales, finance or production; and
  • any officer who reports directly to the board of directors, the chief executive officer or the chief operating officer.

Regulatory development

Consultation

The Department of Finance consulted on implementing diversity disclosure requirements for FRFIs in a 2017 consultation paper entitled Potential Policy Measures to Support a Strong and Growing Economy: Positioning Canada’s Financial Sector for the Future (PDF). The paper provided stakeholders with the opportunity to provide input on whether the Government of Canada should implement a “comply or explain” model to promote the participation of women on boards of directors and among senior management of FRFIs. The Department of Finance conducted further consultations on adapting and applying the CBCA Amendments in 2022 as part of the (ARCHIVED) Corporate Governance Consultation: Improving Diversity and Facilitating Electronic Communications in Federally Regulated Financial Institutions for a consultation period that ended on September 23, 2022.

The Department of Finance heard broad support for a “comply or explain” model for diversity disclosure and amendments to the Financial Institutions Statutes in line with the CBCA Amendments from financial sector industry associations, investor advocacy associations, not-for-profit organizations, advocacy firms, Indigenous organizations and private financial sector stakeholders including insurance companies, large and medium-sized banks, international financial institutions, trust companies, credit unions, and investment management companies. Some stakeholders also supported additional measures such as mandated quotas or targets to increase diverse representation, beyond the scope of the proposed regulations.

In line with the framework for federally incorporated corporations, the proposed regulations would apply to distributing financial institutions. Some advocacy associations and Indigenous organizations were supportive of expanding the requirements to all FRFIs, irrespective of size or type, while private financial sector stakeholders and industry associations generally supported a narrower application. Some banks and industry associations noted that diversity disclosure requirements should only apply to distributing FRFIs since the policy goal is to provide shareholders with actionable diversity information to make informed decisions. Non-distributing FRFIs are more likely to have smaller, homogenous groups of owners, better positioned to pursue diversity goals internally. FRFIs who issue securities to the public have a broad base of shareholders who benefit from increased transparency through continuous disclosure obligations and can leverage diversity information to drive informed conversations and strategic decision-making. Mandating disclosure for distributing FRFIs aligns with the CBCA Amendments (which apply only to distributing corporations) and international practices regarding corporate diversity disclosure.

Certain insurance company stakeholders suggested that the diversity disclosure model for FRFIs should consider the corporate and operational realities of larger FRFIs, where many board positions at subsidiary FRFIs are often held by executives of the parent. These stakeholders suggest that diversity disclosure should only be required for the parent entity, as imposing diversity disclosure requirements at the subsidiary level could create an undue regulatory burden or result in skewed board composition results that may not reflect broader organizational diversity. In line with the CBCA Amendments, the proposed regulations would mandate reporting of limited diversity information for “major subsidiaries.”

Large and medium-sized banks and financial sector industry associations encouraged harmonization with existing rules set out by the Toronto Stock Exchange and the Canadian Securities Administrators (CSA), applicable to publicly listed entities in most provinces. These stakeholders generally indicated a preference for greater flexibility in how to disclose information, while shareholder advocacy groups and not-for-profit organizations prefer standardized reporting to increase comparability of information and address the lack of reporting consistency observed under the CBCA and provincial disclosure rules. One trust and loan company raised concerns about making the diversity information publicly available, and the impact that public disclosure could have on FRFIs with head offices located abroad who may not have access to a diverse, qualified pool of candidates. With respect to the designated groups, some advocacy groups, Indigenous organizations and not-for-profit organizations suggested additional equity-seeking groups should be captured by the diversity disclosure requirements. They also raised concerns that the definition of “members of senior management” was overly broad, prompting a discrete modification to ensure data accurately capture representation among FRFIs’s most senior ranks. The proposed regulations align with disclosure requirements for federally incorporated corporations and leverage elements of standardized reporting through a mandatory table. The proposed regulations require reporting for each designated group; however, FRFIs are free to include additional equity-seeking groups at their discretion. While public access to diversity disclosure for FRFIs is not mandated, it is the general practice of distributing FRFIs to make proxy information publicly available online. The proposed regulations will apply to distributing FRFIs that are familiar with similar reporting rules from some provincial securities regulators and are expected to have minimal costs to comply with the new disclosure requirement.

Modern treaty obligations and Indigenous engagement and consultation

An assessment of modern treaty implications did not identify any adverse impacts on potential or established modern treaty rights, which are recognized and affirmed in section 35 of the Constitution Act, 1982.

Indigenous engagement and consultation

Prior to introducing legislation, the Department of Finance held bilateral meetings with national Indigenous organizations, Indigenous financial institutions and other Indigenous associations on this proposal. Indigenous partners were generally supportive of measures that could increase Indigenous representation on boards of directors and among senior management of FRFIs. Participants also supported measures that would provide benchmark information regarding current corporate governance practices of FRFIs and rates of representation of equity-seeking groups. Rather than data being collected for Indigenous peoples as a group, Indigenous participants underscored the need for disaggregated data that could provide information relating to Inuit, First Nations and Métis peoples separately. Participants also highlighted the importance of intersectionality in diversity reporting and considering barriers that could hinder Inuit, First Nations and Métis eligibility for corporate boards in the financial sector. Some Indigenous organizations noted that individuals may be reluctant to self-identify due to privacy or other considerations, which could result in inaccurate disclosures. Other Indigenous associations and representative Indigenous organizations expressed concerns that self-identification could result in false claims of Indigenous identity. The proposed measure only requires that financial institutions disclose diversity information of the board and among senior management. The Department of Finance expects financial institutions will take appropriate steps to ensure the accuracy of information.

The Department of Finance continues to engage with national Indigenous organizations, associations and financial institutions during the regulatory development process.

Instrument choice

Regulatory enactment is required to operationalize legislative amendments. Therefore, no other instruments were considered.

Regulatory analysis

Benefits and costs

The proposed regulations are not expected to result in any significant incremental costs for businesses or Government. The proposed regulations are estimated to impose low costs on distributing FRFIs associated with the collection of information and preparation of the disclosure (measured in terms of hours of work).

The impacts of the proposed regulations have been assessed in accordance with the Treasury Board Secretariat (TBS) Canadian Cost-Benefit Analysis Guide. Benefits and costs associated with the proposed regulations are determined by comparing the baseline scenario against the regulatory scenario. The baseline scenario depicts what is likely to happen in the future if the proposed regulations are not implemented. The regulatory scenario describes the changes that would occur due to the proposed regulations.

The present value costs for all distributing FRFIs under the Financial Institutions Statutes are estimated to be $56,905 from 2025 to 2034 (discounted at 7%) or $8,102 on an annualized basis (using 2023 as the price year). The benefits of the proposed regulations are described qualitatively.

Benefits

Mandated diversity disclosure allows for more transparent and accurate measurement of the representation of diverse groups within institutions and the uptake and effectiveness of policies and targets. Disclosure requirements seek to improve corporate transparency and provide information to investors to assess a financial institution’s conduct of business. This allows investors to make better and more informed decisions. Studies have demonstrated that increased diversity is correlated with improved board quality and corporate performance.^{footnote 4} Diversity disclosure is also correlated with steady increases in diversity in governance and leadership.^{footnote 5}

Costs

It is anticipated that 16 FRFIs would be directly affected by the new diversity disclosure requirements. The cost of diversity disclosure can be measured in terms of work effort (hours of work) required to prepare the disclosure. This may involve collecting information from across the FRFI, completing a table, and preparing for disclosure to shareholders. Initially, this effort may be larger and require more hours of work. However, over time this effort should decline, as it would likely involve updating an existing template. The present value costs for all distributing FRFIs under the proposed regulations are estimated to be $56,905 from 2025 to 2034 (discounted at 7% to 2024) or $8,102 on an annualized basis (using 2023 as the price year). These estimates assumed collecting and reporting the diversity information would require 8 hours of work from a senior manager, and 16 hours of work from a finance professional for the first year. In subsequent years, this would require 2 hours of work annually from a senior manager and 4 hours of work annually from a finance professional. These estimates assume an immaterial annual cost to make the diversity information available.

The proposed regulations are not expected to result in any incremental costs for consumers, Canadians or material implementation costs to the Government or to OSFI.

Small business lens

The small business lens does not apply to the proposed regulations because there are no costs imposed on small businesses. The proposed regulations will only apply to distributing financial institutions that are not considered small businesses.

One-for-one rule

The one-for-one rule does not apply as there is no incremental change in the regulatory administrative burden on business and no regulatory titles are repealed or introduced. The required contents of the diversity report do not meet the definition of “administrative burden on business” in the Red Tape Reduction Act; the report is primarily for the benefit of shareholders and not for demonstrating compliance with other regulatory requirements. The requirement to provide a copy of the diversity report to the Superintendent also does not meet the Red Tape Reduction Act definition as it is set out in the statute with no further details in the proposed regulations. As a result, this requirement is outside the scope of the one-for-one rule as it is statutory and not a “regulatory” requirement.

Regulatory cooperation and alignment

The proposed regulations reflect similar requirements already in place for companies incorporated under the Canada Business Corporations Act, which are themselves based on provincial diversity disclosure rules. To mitigate the administrative burden, the proposed regulations will largely require disclosure of the same information as most provincial rules but will extend disclosure to the designated groups defined by the Employment Equity Act and require disaggregated disclosure of Indigenous individuals. FRFIs may include other groups at their discretion.

The form included in the schedule to the proposed regulations for the disclosure requirement on the number and proportion of members of each designated group is based on the example contained in the reporting standards for companies incorporated under the CBCA. While not mandated, FRFIs are encouraged to follow these reporting standards for all requirements.

Effects on the environment

In accordance with the Cabinet Directive on Strategic Environmental and Economic Assessment, a preliminary scan concluded that a strategic environmental assessment is not required.

Gender-based analysis plus

A gender-based analysis plus (GBA+) assessment was conducted and it is expected that this proposal will positively affect the situation for women, for First Nations, Inuit and Métis peoples, for persons with disabilities, and for members of visible minorities (and for those with intersecting identities thereof). For example, since gender disclosure rules were established by most provincial securities regimes, representation of women among senior ranks of financial services companies has grown from 16% in 2016 to 26% in 2022 for board directors and from 19% in 2016 to 23% in 2022 for executive officers.^{footnote 6} Board diversity has increased for each designated group since reporting requirements came into effect in 2020 for distributing companies incorporated under the CBCA. In 2023, Corporations Canada reported that women, Indigenous peoples, persons with disabilities and members of visible minorities respectively held 22%, 0.7%, 0.5%, and 5% of board positions (up from 17%, 0.3%, 0.3%, and 4% in 2020). A similar trend is observed in Corporations Canada reporting for diversity among senior management, where in 2023, women, Indigenous peoples, persons with disabilities and members of visible minorities respectively held 29%, 0.5%, 0.5% and 13% of senior management positions (from 25%, 0.2%, 0.6% and 9% in 2020).^{footnote 7} Additionally, in 2023, 38% of distributing corporations had adopted written policies relating to the identification and nomination of women on their boards, and 35% of distributing corporations had adopted similar policies relating to Indigenous peoples, members of visible minorities and people with disabilities.^{footnote 8}

Implementation, compliance and enforcement, and service standards

The amendments come into force on the day on which Division 40 of Part 4 of the Budget Implementation Act, 2024, No. 1, chapter 17 of the Statutes of Canada, 2024, comes into force, but if these proposed regulations are registered after that day, they come into force on the day on which they are registered.

The OSFI regulates and supervises all FRFIs in accordance with the requirements of the Financial Institutions Statutes and associated regulations, under which non-compliance may lead to significant sanctions. It is an offence to knowingly provide false or misleading information in relation to any matter under the Financial Institution Statutes or associated regulations, or to contravene without reasonable cause any provision of those Statutes or regulations.

Contact

Steven Begg
Acting Director
Financial Institutions Division
Financial Sector Policy Branch
Department of Finance Canada
90 Elgin Street
Ottawa, Ontario
K1A 0G5
Email: governanceconsultation-consultationgouvernance@fin.gc.ca

PROPOSED REGULATORY TEXT

Notice is given that the Governor in Council proposes to make the annexed Diversity Information Disclosure (Trust and Loan Companies) Regulations under section 162.1^{footnote a} of the Trust and Loan Companies Act ^{footnote b}.

Interested persons may make representations concerning the proposed Regulations within 30 days after the date of publication of this notice. They are strongly encouraged to use the online commenting feature that is available on the Canada Gazette website but if they use email, mail or any other means, the representations should cite the Canada Gazette, Part I, and the date of publication of this notice, and be sent to Manuel Dussault, Director General, Financial Institutions Division, Financial Sector Policy Branch, Department of Finance, 90 Elgin Street, Ottawa, Ontario K1A 0G5 (email: Manuel.Dussault@fin.gc.ca).

Ottawa, February 4, 2025

Wendy Nixon
Assistant Clerk of the Privy Council

Diversity Information Disclosure (Trust and Loan Companies) Regulations

Definitions

Definitions

1 The following definitions apply in these Regulations.

Act

means the Trust and Loan Companies Act. (Loi)

designated groups

has the same meaning as in section 3 of the Employment Equity Act. (groupes désignés)

major subsidiary,

in respect of a company, means a subsidiary that

• (a) has assets, as included in the company’s most recent annual audited or interim balance sheet or most recent statement of financial position, that account for 30% or more of the company’s consolidated assets as reported on that balance sheet or statement of financial position; or
• (b) has revenue, as included in the company’s most recent annual audited or interim income statement or most recent statement of comprehensive income, that accounts for 30% or more of the company’s consolidated revenue as reported on that statement. (filiale importante)

member of senior management,

in respect of a company, means any of the following individuals:

• (a) the chair of the board of directors;
• (b) the vice-chair of the board of directors;
• (c) the president;
• (d) the chief executive officer;
• (e) the chief financial officer;
• (f) any vice-president in charge of a principal business unit, division or function, including sales, finance or production; and
• (g) any officer who reports directly to the board of directors, chief executive officer or chief operating officer. (membre de la haute direction)

Prescribed Class

Distributing companies

2 For the purposes of section 162.1 of the Act, distributing companies, within the meaning of section 2 of the Distributing Trust and Loan Company Regulations, are a prescribed class.

Disclosure of Information Relating to Diversity

Information

3 (1) For the purposes of section 162.1 of the Act, the following information respecting diversity must be made available by the directors of a distributing company:

• (a) an indication as to whether the company has adopted term limits for the directors on its board, or other mechanisms of board renewal, and either a description of those term limits or mechanisms or the reasons why it has not adopted any;
• (b) an indication as to whether the company has adopted a written policy on identifying and nominating candidates who are members of designated groups for directors and, if it has not adopted a written policy, the reasons why it has not done so;
• (c) if the company has adopted a policy as described in paragraph (b),
  • (i) a summary of the policy’s objectives and key provisions,
  • (ii) the measures taken to ensure that the policy is effectively implemented,
  • (iii) a description of the annual and cumulative progress made by the company in achieving the objectives of the policy, and
  • (iv) an indication as to whether the board of directors or its nominating committee measures the effectiveness of the policy and, if so, a description of the manner in which it is measured;
• (d) an indication as to whether the board of directors or its nominating committee considers, for each of the designated groups, the level of representation of members of the designated group on the board when identifying and nominating candidates for election or re-election to the board and either the manner in which that level is considered or the reasons why it is not considered;
• (e) an indication as to whether the company considers, for each of the designated groups, the level of representation of members of the designated group in senior management when appointing members of senior management and either the manner in which that level is considered or the reasons why it is not considered;
• (f) an indication as to whether the company has, for each of the designated groups, adopted a target number or percentage, or a range of target numbers or percentages, for members of the designated group to hold positions on the board of directors by a specific date and
  • (i) if so, the target for each designated group and the annual and cumulative progress made in achieving that target, and
  • (ii) if not, the reasons why the company has not adopted a target;
• (g) an indication as to whether the company has, for each of the designated groups, adopted a target number or percentage, or a range of target numbers or percentages, for members of the designated group to be members of senior management by a specific date and
  • (i) if so, the target for each designated group and the annual and cumulative progress made in achieving that target, and
  • (ii) if not, the reasons why the company has not adopted a target;
• (h) for each of the designated groups, the number and proportion, expressed as a percentage, of directors who are members of the designated group; and
• (i) for each of the designated groups, the number and proportion, expressed as a percentage, of members of senior management who are members of the designated group, including for all major subsidiaries of the company.

First Nations, Inuit and Métis

(2) For the purposes of paragraphs (1)(d) to (i), First Nations, Inuit and the Métis are each considered to be a designated group, and the information for each of them must be reported separately.

Form

4 The information referred to in paragraphs 3(1)(h) and (i) must be made available in the form set out in the schedule.

Coming into Force

S.C. 2024, c. 17

5 These Regulations come into force on the day on which Division 40 of Part 4 of the Budget Implementation Act, 2024, No. 1 comes into force, but if they are registered after that day, they come into force on the day on which they are registered.

SCHEDULE

(Section 4)

Disclosure of Information Relating to Diversity

Business Name:
Date of Disclosure (YYYY-MM-DD):

Representation of Designated Groups (Number and Proportion)

Members of the Board of Directors — Designated Group	Number	Proportion (%)	Members of Senior Management — Designated Group	Number	Proportion (%)
Women			Women
First Nations			First Nations
Inuit			Inuit
Métis			Métis
Persons with disabilities			Persons with disabilities
Members of visible minorities			Members of visible minorities
Optional: Other equity seeking group (please specify)			Optional: Other equity seeking group (please specify)
Optional: Members of more than one group listed above			Optional: Members of more than one group listed above

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