Diversity is a critical attribute of a well-functioning board and a measure of sound corporate
governance. Competing in a global marketplace requires that companies select and promote individuals
for leadership positions who will bring diverse perspectives to the decision-making process. Research
has demonstrated that companies that gender and culturally have Board of Directors have
outperformed their peers that do not.
Issuers in Canada are now required to disclose annually the number of women on their board and in
executive officer positions, and any diversity policies or plans and targets to increase the representation
of women on the board and executive positions.
Constellation Software Inc. (“CSI”) has no women on the Board or in executive positions, no diversity
policy and no plan or target to improve this situation.
In response to a shareholder proposal filed for its 2017 Annual General Meeting, the Board Chair
committed to studying the issue and address it in a meaningful way. CSI has amended the mandate of
the Compensation, Nominations and Human Resource Committee to include the duty to “identify highly
qualified women and highly qualified individuals from minority groups to include in the pool of
candidates” for consideration in the event of a Director vacancy. This change does not meaningfully
address the issue. It is neither a diversity policy or a plan to increase the representation of women.
CSI still has no women on the Board or in executive positions, no diversity policy, no plan and no target.
As long-term shareholders, we believe that CSI will benefit from adopting a diversity policy and a plan to
increase the representation of women and overall diversity on the Board and in executive positions.
- Shareholders request that the Board of Directors:
Adopt and publish a formal, written Board diversity policy by December 2018; and,
- Provide to shareholders a report by December 2018, at reasonable cost and omitting proprietary information, which outlines the Board’s plans, timelines, process and activities for increasing representation of women on the Board of Directors and amongst senior management.
We propose that the requested report also address:
- the number of women in the Director candidate pool for the most recent recruiting period;
- a statement that increased diversity on the Board and in senior management is a goal for
- clear criteria for evaluating board effectiveness, and assessment of the board evaluation
process in improving board diversity;
- inclusion of gender, ethnicity and Indigenous heritage as diversity criteria;
- clear mechanisms to ensure consideration of diversity in the nomination process, such as
requiring the identification of at least three board-ready diverse candidates for each open
- clear goals and/or targets for recruitment and advancement of diverse candidates to board
and executive positions;
- processes to address the recruitment and advancement of women to executive and senior
- measures to address unconscious bias in selection and advancement throughout the
- processes to identify and mitigate any gender differences in compensation throughout the