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35 Queen's L.J. 569 (2009-2010)
Towards a Race and Gender-Conscious Conception of the Firm: Canadian Corporate Governance, Law and Diversity

handle is hein.journals/queen35 and id is 573 raw text is: Towards a Race and Gender-Conscious
Conception of the Firm: Canadian Corporate
Governance, Law and Diversity
Aaron A. Dhir*
Because boards of directors are taking an increasingly active role in corporate governance
and reform, board composition may have a significant impact on how a corporation is run.
This article considers the intersection of race and gender with corporate law and governance in
the Canadian context.
The available statistics on board composition in Canada reveal widespread homogeneity
of membership. One reason that has been put forward to explain this is the pool problem',
that is, the argument that the lack of diversity reflects an underlying lack of qualified, diverse
candidates to fill board positions. The author suggests that this argument is invalid, and that
the perpetuation of board homogeneity may instead be explained by psychological science
through the impact of implicit cognitive biases. He uses identity narratives to demonstrate the
effect of these biases on the everyday lives of subordinated groups within the corporation.
The author considers the attempts of some writers to paint board diversification as a tool
to increase organizational performance, but questions whether this approach does in fact
ameliorate the situation of marginalized groups. In exploring possible avenues for reform, he
places particular emphasis on the nomination process for directors and on attempts to empower
shareholders. Ultimately, he suggests that Canadian regulators should institute governance
principles and recommendations in order to promote diversity, as has been done in other
* Assistant Professor, Osgoode Hall Law School of York University. This paper was
awarded Honourable Mention in the 2009 Canadian Association of Law Teachers'
Scholarly Paper Award Competition. Aspects of it were presented at the 8th Annual
Critical Race and Anticolonial Studies Conference titled Race-ing Hegemonies,
Resurging Imperialisms: Building Anti-Racist and Anti-Colonial Theory and Practice for
Our Times (Ryerson University, 16 November 2008). I am grateful to Ed Waitzer,
Cheryl Wade, Thomas Joo, Stephanie Ben-Ishai, Mihkel Voore, Allan Hutchinson, Peer
Zumbansen, David Tanovich, Carmela Murdocca and Vincent Joel Proulx for their
detailed comments on earlier drafts and to Poonam Pur, Doreen McBarnet and Sara
Slinn for thoughtful discussions. I acknowledge with appreciation the excellent research
assistance of Reena Kotecha, Jessica DiFederico and Chad Travis, and the tremendous
research contributions and dedication of Anna Gersh. This work was supported by a
2008 Borden Ladner Gervais Research Fellowship.

A. Dhir

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