The document discusses initiatives taken to increase the percentage of women on corporate boards. It notes that some countries, like Norway, have implemented gender quotas that require a certain percentage of board seats be held by women. Other countries and organizations have adopted "comply or explain" rules which require companies to disclose their gender diversity policies and objectives or explain why they lack diversity. While there is debate around quotas, research suggests boards with greater gender diversity have strategic and financial performance advantages over homogeneous boards.

1. Why Boards Need More Women
Presented by: Colleen Cebuliak, Partner, Fraser Milner Casgrain LLP
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2. Topics To Be Covered
• Percentage of women on boards
• Are more diverse boards better?
• What initiatives have been taken thus far?
• What can we do as individual women?
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3. Statistics for Women on Boards
National and International
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4. International Statistics
• Numbers vary with Norway having the highest number of women represented on boards at
32% vs. the lowest representation being in India at 5%.
Median = 12%
Source: McKinsey & Company, Women Matter 2010 (October 2010)
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5. Canadian Statistics
• Canadian statistics demonstrate that women are highly underrepresented on boards in
Canada.
• Of the 17% Financial Post 500 (FP 500) board members serving as Chairs in 2010, only 10%
are women.
Women as Chair of their board of the FP 500
Women represented on boards of FP 500
Female,
10%
2010, 15%
Canada 2009, 14%
2007, 13%
Male, 90%
10% 12% 14% 16% 18% 20%
Source: Canadian Board Diversity Council, 2010 Annual Report Card
2009 Catalyst Census: Financial Post 500
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6. Statistics
• Reason for being on boards: A survey conducted in 2010 asked men and
women corporate directors a number of questions related to their
involvement with a board. Some results demonstrate one particular
difference in why men and women choose to serve on a board. Women
were more interested in enhancing their reputation and gaining prestige
than men:
– 31% of women said they wanted to serve on a board for the
“prestige conferred by sitting on this particular board” vs. only
18% of men.
– 81% of women vs. 68% of men said they felt that serving has
enhanced their professional reputation.
Source: Heidrick & Struggles, 2010 Board of Directors Survey
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7. Are more diverse boards better?
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8. Are more diverse boards better?
YES for the following reasons:
1. Strategic Advantages
2. Better Financial Performance
3. Better Corporate Governance
4. Better Educated Board Members
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9. Are more diverse boards better?
Strategic Advantage
“Companies and governments should think about diversity not only in the
context of human resources, affirmative action and fairness, but also as
a way to attain a strategic advantage.”
Scott Page (Professor, University of Michigan)
Ernst & Young Report, GroundBreakers, 2008
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10. Are more diverse boards better?
Strategic Advantage
• Why Diversity? “You want people who categorize things in diverse ways.”
– The Texas Wall Street Women’s Association asserts that companies are “stronger, better
positioned to tackle external and internal challenges and more focused on the bottom
line when their boards embrace gender diversity.”
– “Research demonstrates that groups with greater diversity tend to perform better than
homogeneous ones, even if the members of the homogeneous groups are more
capable.” ‐ 2008 Ernst & Young Report
• This report set out a complex mathematical formula which broken down in simple
form is: Crowd Error = Average Error – Diversity. [Which means, “the collective
ability of any crowd is equal to the average ability of its members, plus the diversity
of the group.”]
• Market Advantages: Although women on boards do not necessarily get involved in the day‐
to‐day activities of the business – “the presence of a woman on a board makes it more likely,
than not, that frequently overlooked female market issues will be identified and addressed.”
Source: Ernst & Young Report, GroundBreakers, 2008
Judy Rosener, Women on corporate boards make good business sense, 2009
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11. Are more diverse boards better?
Better Financial Performance
• Fortune 500 companies with more women on their board of directors turned in
better financial performances than those with fewer women board directors (WBD).
Return on equity by women's
represenation on the board
13.9%
+ 53%
9.1%
Bottom Quartile WBD Top Quartile WBD
Source: Catalyst 2007, The bottom line: Corporate performance and women’s representation on boards
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12. Are more diverse boards better?
Better Financial Performance
• Boards with three or more women have stronger than average performance
results.
Financial performance at companies with 3 or more women
board of directors
20.0% 16.7% 16.8% WBD =3
15.0% 11.5% 11.5% Average
10.0%
10.0% 6.2%
5.0%
0.0%
Return on Return on sales Return on
equity investment
capital
Source: Catalyst 2007, The bottom line: Corporate performance and women’s representation on boards
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13. Are more diverse boards better?
Better Financial Performance
• In 2007, a study was conducted by comparing the financial performance of
the top 89 European listed companies with the highest level of gender
diversity in top management positions vs. the average financial
performance of their sector.
• Results: The companies with the highest gender diversity outperformed the
average:
– Return on equity (+10%): 11.4% versus the average of 10.3%
– Operating results/ EBIT (+48%): 11.1% versus the average of 5.8%
– Stock price growth (64% versus 47% over 2005‐2007)
Source: McKinsey, Women Matter: Gender Diversity, a corporate performance driver, 2007
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14. Are more diverse boards better?
Better Corporate Governance
• Diversity brings positive qualities to corporate governance.
• The Conference Board of Canada (CBoC) described in a report the results of
its study of 141 Canadian boards. Notable results were:
– 94% of boards with three or more women had conflict‐of‐interest
guidelines, compared with 68% of all‐male boards, and
– 86% of boards with three or more women established a code of
conduct for the organization, compared with 66% of all‐male boards.
Source: CBoC, Women on Boards: Not Just the Right Thing…But the Bright Thing, May 2002
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15. Are more diverse boards better?
Better Corporate Governance
• Notable results from an Australian survey of 849 directors:
– Boards with more women are more likely to
• Conduct formal board appraisals (72% of gender diverse boards versus
49% of all‐male boards)
• Ensure formal induction programs, and
• Increase transparency by placing more emphasis on using search firms
rather than relying on the old boys’ network to recruit new members.
Source: Insync Surveys, Australia, Gender Agenda: unlocking the power of diversity in the boardroom, 2010
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16. Are more diverse boards better?
More Education
• It is reported that since the implementation of a quota in
Norway requiring 40% of board members of public companies
to be women, boards now have more highly educated
individuals on the board. In fact it is reported that women
board members typically have more education than their male
counterparts with 36% of women having 6 years or more of
university education versus just 22% of males.
Source: Siobhan Dowling, Spiegel Online, “ Norway’s experience shows compulsory quotas work”, 2010
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17. Are more diverse boards better?
• Other Advantages to women on boards:
– Fresh thinking and wider debate – Non‐diverse boards are less likely
– Increased focus on problem to express dissenting views
solving – Women have better attendance
– More productive discussions and records than male board
greater unity counterparts.
– Women's interpersonal skills – Larger pool of individuals to
improve dynamics chose board members from
Source: Insync Surveys, Australia, Gender Agenda: unlocking the power of diversity in the boardroom, 2010
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18. What initiatives have been taken thus far?
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19. Initiatives
Gender Quotas
• Norway has the highest percentage of females on boards. In 2005, Norway
become the first country to introduce gender quotas which made it
mandatory that a certain number of women (generally 40%) sit on boards
depending on the number permitted on the board. For example:
– if a board is comprised of two or three directors, as least one shall be a woman
or
– if a board has more than nine directors, women shall comprise of at least 40%
of directors.
• Norwegian companies which fail to comply may be subject to delisting on
the stock exchange or dissolution.
• Since the introduction of the law “ there have been no complaints from
employers associations, nor have CEOs stated that they have had problems
finding suitable candidates for the board.”
Source: Deloitte, Women in the boardroom: A global perspective, January 2011
Siobhan Dowling, Spiegel Online, “ Norway’s experience shows compulsory quotas work”, 2010
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20. Initiatives
Gender Quotas
• Other countries have followed Norway’s lead by legislating gender quotas.
These include France (2011), Italy (2010), and Spain (2007).
• Canada currently has no gender quotas for women on boards or in senior
management positions. There is one exception:
– Quebec: Legislation requires state owned enterprises to have 50/50
gender equality on boards as of December 14, 2011.
• Do men and women want gender quotas? A U.S. study asked whether
there should be a quota imposed requiring a certain percentage of women
on boards, 59% of women and 93% of men strongly disagreed.
Source: Deloitte, Women in the boardroom: A global perspective, January 2011
Heidrick & Struggles, 2010 Board of Directors Survey
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21. Initiatives
Gender Quotas
• Concern regarding quota laws: Trophy women directors –
unqualified / figure head women directors.
– One example is from Norway, where one woman was appointed to 18
boards.
Source: Douglas M. Branson, Women on Boards of Directors: A global snapshot, February 2011
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22. Initiatives
Comply or Explain requirements
• Companies are required to “comply” or they must “explain” why they do
not. Examples:
– UK Corporate Governance Code – “The search for board candidates should be
conducted, and appointments made, on merit, against objective criteria and
with due regard for the benefits of diversity on the board, including gender.”
– Australia Stock Exchange: companies must “comply or explain” the following:
• their policy on gender diversity,
• disclose in each annual report the measurable objectives for achieving gender
diversity,
• disclose in each annual report the proportion of women employees in the whole
organization, women in senior executive positions and women on the board.
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23. Initiatives
Comply or Explain requirements
– US SEC rule requiring disclosure in proxy circulars ‐ The rule requires companies to
disclose: (1) whether diversity is a factor in considering candidates for nomination
to the board of directors; (2) how diversity is considered in that process; and (3)
how the company assesses the effectiveness of its policy for considering diversity.
The rule came into effect February 28, 2010.
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24. Initiatives
Canadian Board of Diversity Council
• In Canada, the Canadian Board of Diversity Council (“CBDC”) was launched in 2009
in order to promote board diversity in Canada, including diversity in gender.
• Some high‐level points about the CBDC are:
– The CBDC has “a goal of increasing women on FP500 boards from 14% in 2009
to 20% by 2013.”
– The CBDC is aimed at educating the private and public sector leaders on
diversity practices.
– One way it educates is through an Annual Report Card created to address
board diversity. This report card is based on a survey sent to FP 500 companies
asking questions relating to diversity, such as how many women are on your
board of directors?.
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25. Initiatives
Shareholder Activism
• Jim Leech, president and CEO of the Ontario Teachers’ Pension Plan: “I
don’t believe this is a woman’s issue. I think it is a business issue that is
equally important for males. I come from it not as an issue of fairness but
as an issue of competence of the boards. As a major investor in Canadian
and other international companies, what we want to see are boards
comprising the best‐qualified people. If you are limiting the pool to only
50% of the population I think it goes without very much thought that you
can’t possibly be striving to have the best. That’s where it needs to be
attacked.”
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26. What can we do as individual women?
Give priority to gender diversification
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27. So often, it takes only one woman to make a difference. If you empower that
woman with information, and training, or a micro‐loan, she can lift up her
entire family and contribute to the success of her community. Multiply that
one woman's impact by a hundred or a thousand, and perhaps a million
lives can change."
Condoleezza Rice, former US Secretary of State
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28. What can we do as individual women?
• If on a board.
– Be a mentor.
– Create written polices on board diversity.
Percentage of Boards of the FP 500 with written diversity policies
Yes, 16% Don't know,
16%
–Diversity is a higher priority
among the FP 100
–Of the 16% that have
written diversity policies,
30% are in the FP 100.
No, 68%
Source: CBDC, online: http://www.boarddiversity.ca/en/home
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29. What can we do as individual women?
• If you work for corporation with a board.
– Build awareness around gender diversity. Encourage your
organization to diagnosis your company’s diversity and determine the
gender diversity indicators. Some of these indicators include:
• Proportion of women in the various business units, at each level of
management and in new recruits.
• Determine if there are any gaps in pay between men and women in
similar positions.
• The ratio of women promoted vs. men.
– These indicators may be used to build a corporate diversity program,
including policies on board diversity.
Source: McKinsey & Company, Women Matter 2, 2008
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30. What can we do as individual women?
• Volunteer
– Educate yourself on what it means to be on a board. You can enrol in CBDC's
educational program to prepare yourself for board service or you can educate
yourself through other means.
– Most importantly: be prepared and know what it means to be on a board.
• Set up a women’s network in your organization
• How to be successful? Do not be self‐deprecating!
“The claim is made by linguistics expert Dr Judith Baxter, who undertook an
18‐month study into the speaking patterns of men and women at meetings in
seven major well‐known companies, including two in the FTSE‐100. The
research found that women were four times more likely than men to be self‐
deprecating, use humour and speak indirectly or apologetically when
broaching difficult subjects with board members in order to avoid conflict. And
it doesn't always work.”
Source: UK Observer, Women told to speak their minds to get on in boardrooms, June 2011
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31. Thank you!
QUESTION OR COMMENTS?
Presented by: Colleen Cebuliak, Partner, Fraser Milner Casgrain LLP

32. The preceding presentation contains information regarding why
boards need more women members. If you require additional
information, please retain professional assistance.