Recognizing the benefits of gender diversity on corporate boards, Canadian securities regulators made amendments to National Instrument 58-101. These amendments follow a “comply or explain” model and require issuers to make disclosures regarding the number of women on the board and in executive officer positions.
Diversity is a key attribute of a well-functioning board and a measure of sound corporate governance. Competing in a global marketplace requires companies select individuals for leadership positions who will bring diverse perspectives to the decision-making process. Research has demonstrated that companies that have women on their board have outperformed peers that do not.
Constellation Software Inc. (“Constellation”) currently has neither gender diversity on the board nor a diversity policy.
As long-term shareholders, our clients believe that Constellation Software will benefit from expanding its recruitment pool and promoting a more diverse board and senior leadership team.
Shareholders request that the Board of Directors:
a) Adopt and publish a formal Board diversity policy by December 2017, in line with Canadian best practice; and
b) Provide to shareholders a report by December 2017, at reasonable cost and omitting proprietary information, which outlines the Board’s plans, timelines, process and activities for increasing gender diversity on the Board of Directors and amongst senior management. We propose that the requested report should also address the number of women in the candidate pool for the most recent recruiting period.