Board Gender Diversity and Corporate Response To Cyber Riskradu2021

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Journal of Business Ethics

https://doi.org/10.1007/s10551-020-04717-9

ORIGINAL PAPER

Board Gender Diversity and Corporate Response to Cyber Risk:


Evidence from Cybersecurity Related Disclosure
Camélia Radu1 · Nadia Smaili1

Received: 2 July 2020 / Accepted: 21 December 2020


© The Author(s), under exclusive licence to Springer Nature B.V. part of Springer Nature 2021, corrected publication 2021

Abstract
Cyber risk has become one of the greatest threats to firms in recent years. Accordingly, boards of directors must be continu-
ally vigilant about this danger. They have a duty to ensure that the companies adopt appropriate cybersecurity measures
to manage the risk of cyber fraud. Boards should also ensure that the firm disclose material cyber risk and breaches. We
examine how the board’s gender composition can influence the extent of such disclosure, based on a sample of the companies
listed on the S&P/TSX 60 Index over the period 2014–2018. Results show evidence of a positive association between the
presence and level of cybersecurity disclosure and board gender diversity. However, the board must boast a critical mass of
at least three women before this positive impact can be observed. Our findings contribute to the debate on the importance
of gender diversity by adding the concept of the positive influence of heterogeneity on cyber disclosure. We also augment
the literature on the critical mass of women in boardrooms by providing empirical evidence that three or more women con-
stitute the threshold for better governance. Our study has important implications for investors, stakeholders and regulators.
If investors wish to increase cybersecurity disclosure, they should ask for more diversified boards. Our findings support
regulators in their efforts to increase women’s representation on boards by providing empirical evidence of better outcomes
with this type of board composition.

Keywords Cyber risk · Cybersecurity disclosure · Corporate governance · Gender diversity

Introduction positions, as advocated by diverse studies. Prior research on


gender diversity also highlights that firms benefit when they
The growing debate on the effect of gender diversity on the choose to include women on their boards.
firm’s outcomes and strategies has led to calls in several Growing evidence suggests that the presence of women
countries for women’s increased participation in corporate on the board of directors is positively associated with the
governance, including in Canada (Baker et al. 2020; Ben- firm’s outcomes (Francoeur et al. 2008, 2019; Kent Baker
Amar et al. 2017; Francoeur et al. 2019; Gul et al. 2011). et al. 2020). It also highlights that gender diversity is associ-
In 2014, the Ontario Securities Commission (OSC) intro- ated with closer monitoring (Adams and Ferreira 2009; Gul
duced a “comply or explain” regime aimed at enhancing the et al. 2011) and more ethical firm decisions (Campbell and
representation of women on the boards of Canadian pub- Mínguez-Vera 2008; Kent Baker et al. 2020; Nekhili and
licly listed companies (Ben-Amar et al. 2017). The regime Gatfaoui 2013). Women in corporate governance, and espe-
seeks to increase the transparency of information provided cially on the board of directors, tend to enhance board effec-
to investors and other stakeholders regarding this representa- tiveness (Nielsen and Huse 2010) and communications (Gul
tion of women both at the board level and in senior executive et al. 2011; Joy 2008), but there is scant evidence regarding
their impact on disclosure (Allini et al. 2016; Bravo 2018).
* Camélia Radu Among the few studies conducted, some test the association
radu.camelia@uqam.ca between the presence of women on boards and the firm’s
Nadia Smaili financial (Gul et al. 2011; Srinidhi et al. 2011), non-finan-
smaili.nadia@uqam.ca cial and environmental disclosure (Ben-Amar et al. 2017;
Francoeur et al. 2019; Liao et al. 2015). They suggest that
1
ESG UQAM (School of Management), Université du board gender diversity has a positive influence on the firm’s
Québec à Montréal, Montréal, Canada

13
Vol.:(0123456789)
C. Radu, N. Smaili

adoption of sustainable practices and the extent of its envi- the first issue, investors and stakeholders alike are increas-
ronmental disclosure (Liao et al. 2015). More specifically, ingly concerned about the need to integrate technology and
a critical mass of two or three women directors is needed to information, and particularly cybersecurity risk information.
obtain this positive influence (Ben-Amar et al. 2017; Konrad Concerning the second issue, we investigate whether the rep-
et al. 2008). Other issues such as the question of women’s resentation of women on the board fulfills investors’ and
impact on the firm’s internal and external fraud risk and stakeholders’ increased needs for information on the firm’s
its cyber risk disclosure strategy remain largely unexplored. cyber-attack risk mitigation. To this end, we use stakeholder
As cyber risk is a top concern for firms, governance and theory, resource dependence theory and critical mass theory
business leaders, cybersecurity disclosure is an important to study a sample of all the companies listed on the TSX
issue to examine. In 2019, cyber risk was named the big- 60 between 2014 and 2018 (300 firm-year observations).
gest risk for businesses in the U.S. and Canada, as well as Our results provide evidence that the presence of women on
in Europe (World Economic Forum 2019). The Canadian boards has a positive and significant effect on the presence
Securities Administrators (CSA), an umbrella organization and level of cybersecurity disclosure, but only if the board
of Canada’s provincial and territorial securities regulators, has a critical mass of at least three women. This conclu-
has published regulation on cybersecurity emphasizing the sion provides support for critical mass theory and suggests
importance of cybersecurity disclosure and the key oversight that women on the board positively affect a firm’s disclosure
role of the board of the directors. Given the seriousness of practices as long as the stated threshold of three women is
cyber attacks and their potential harm to investors and the reached.
public, the board of directors is expected to be continually The impact of corporate governance on corporate risk
vigilant and adopt a more comprehensive approach to man- disclosure is largely unknown, as the scarce extant studies
aging cybersecurity risks (Abraham et al. 2019; SEC 2018). are mainly confined to environmental and finance risk. In
A director’s duty of care extends to the disclosure of mate- light of calls to investigate this impact as well as other types
rial risks that could affect shareholders’ decision making. As of disclosure and impacts in a variety of country contexts
a crucial piece of data for the market, risk information helps (Bravo 2018; Li et al. 2018a), we extend the literature on dis-
shareholders assess the firm’s financial situation and informs closure practices by providing evidence that gender diversity
their decision-making processes regarding financial invest- has a significant influence on annual report disclosure, and
ments. The board is therefore expected to disclose material by choosing Canada as our context. This setting adds a layer
information that is relevant to shareholders, including infor- of interest because the country’s regulatory guidance regard-
mation about cyber risk and how it is addressed by the firm. ing cybersecurity disclosure and gender diversity on boards
Since cybersecurity disclosure levels can be affected by is relatively recent (2017 and 2014 respectively). In fact,
board composition, we explore whether women’s representa- Canada has minimal requirements regarding gender diversity
tion in the boardroom improves the level of this disclosure. in corporate boards, as noted by Ben-Amar et al. (2017). The
We assume that a link exists between gender diversity and timing of these regulations led us to select the period 2014 to
cybersecurity disclosure for several reasons. First, extensive 2018 to examine our sample and assess how the two selected
literature suggests that women add value to boards through study areas are related. This investigation is important and
their experience, knowledge and social interaction skills timely because recent evidence suggests that firms have been
(Van Knippenberg et al. 2004; Wahid 2019). Second, prior adding more women to their boards over the past 10 years,
research shows that women add value to the organization even while cyber attacks have become a main concern in
because they take into account stakeholders’ interests and the corporate world, including in Canada. To the best of our
align them with those of the firm (Baird and Bradley 1979; knowledge, no evidence so far ties together this increase in
Nielsen and Huse 2010). It follows that this sensitivity to gender diversity and firms’ disclosure about cybersecurity.
stakeholder needs could have a positive effect on cybersecu- Although women have recently achieved greater repre-
rity disclosure. Overall, women directors may bring different sentation in various spheres of the workforce and leadership
experiences, talents and perspectives to the board (Bravo around the world, they are still underrepresented in cyber-
2018; Francoeur et al. 2008), which would enhance cyber- security leadership (Kshetri 2020). In 2019, they accounted
security disclosure. for only 10% of the cybersecurity workforce in Canada
The objective of this study is to examine two major social (Women CyberSecurity Society 2020), 14% in the U.S. and
and risk issues transforming the competitive corporate land- 7% in Europe (Kshetri 2020). This low representation is
scape: voluntary disclosure of cybersecurity information and linked to the broader problem of the underrepresentation of
the effect of women’s representation on the board. Regarding women in science, technology, engineering and mathematics

13
Board Gender Diversity and Corporate Response to Cyber Risk: Evidence from Cybersecurity Related…

(Women CyberSecurity Society 2020). Research on the role supplies shareholders with more information on the responses
of women in cybersecurity is scarce, and most of it was of organizations regarding these attacks.
conducted in the engineering field. As women’s perspec- The paper proceeds as follows. In the next section, we
tives tend to differ from those of men, their underrepresenta- discuss the regulatory settings for the disclosure of cyber-
tion in cybersecurity management and governance could be security in Canada. This is followed by our literature review
critical in addressing cyber risks (Kshetri 2020). This study and hypothesis development. Section 4 describes the meth-
examines the role of women in cybersecurity, specifically the odology. We then present our results, discuss our findings
impact that women on the board may have on cybersecurity and conclude the paper.
disclosure.
This study has both theoretical and practical contribu-
tions. It sheds light on the role that women on the board play Regulatory Settings
in relation to cybersecurity disclosure, and it reports their
positive association with the presence and level of cyber- The U.S. Cybersecurity and Infrastructure Security Agency
related disclosure. This paper adds to the gender diversity (CISA) defines cybersecurity as “the activity or process,
and critical mass literatures in addition to contributing to the ability or capability, or state whereby information and com-
debate on the importance of gender diversity. It also goes munications systems and the information contained therein
beyond the topic of the impact of women on boards on firm are protected from and/or defended against damage, unau-
performance by describing the positive influence of hetero- thorized use or modification, or exploitation.” (CISA 2009).
geneity on cyber disclosure. Women’s presence increases The National Institute of Standards and Technology (NIST
board effectiveness in cybersecurity disclosure as long as 2020) emphasizes that the objective of information secu-
there is a critical mass of at least three women on the board. rity is to provide integrity, confidentiality, and availability.1
Hence, we contribute to the literature on the critical mass According to the SEC, cybersecurity risk refers to “a sig-
of women on boards by providing empirical evidence of a nificant vulnerability to, or a significant deficiency in the
critical mass of three women as the threshold for better gov- security and defense activities of a cybersecurity system”
ernance. More specifically, heterogeneous boards with three (U.S. Congress 2016).
or more women provide more cyber-related disclosure than Cybersecurity, including threats and solutions, is the fast-
homogeneous boards do. est growing area in information technology (OSC 2017).
This paper fills the gap in the literature on risk-related Businesses should be prepared to adequately manage cyber
disclosure. Prior research focused on the impact of women attacks, prevent breaches and effectively deter cyber threats.
on boards and different types of firm disclosure, such as They should implement procedures and policies that allow
financial (Gul et al. 2011; Srinidhi et al. 2011) or social and them to identify any unauthorized internal or external activ-
environmental disclosure (Ben-Amar et al. 2017; Francoeur ity, update their software in a timely manner and permit
et al. 2019; Liao et al. 2015). Fewer studies have examined employees or third parties to report cyber incidents (OSC
the impact of gender diversity on cyber risk disclosure. As 2017). An effective cyber risk assessment should include an
cyber risk differs from traditional risks and is highly strate- inventory of the firm’s critical and confidential data, identifi-
gic for businesses, it requires in–depth examination to obtain cation of vulnerable areas, a description of how cyber threats
a comprehensive view of its technical, social and ethical and vulnerabilities are identified, and a delineation of their
issues. potential consequences. Firms should ensure that they put in
Our paper has several practical implications. As cyber risk place appropriate preventive controls and training programs
is one of the greatest risks facing firms, investors are particu- and develop an incident response plan addressing various
larly interested in cyber risk management. Other stakeholders, types of potential cyber threats, threat neutralization strate-
such as clients and employees, are also interested in firms’ gies and data recovery procedures (OSC 2017).
cybersecurity disclosure due to this information possibly con- Due to the potentially harmful consequences of a cyber
taining confidential information concerning them. As cyber- attack, cybersecurity has been identified as one of the top
security disclosure provides other valuable information for enforcement priorities of American and Canadian securities
investors and other stakeholders, a heterogeneous board with
three or more women is one way to obtain more of this disclo-
sure. To this end, investors should request this type of board 1
National Institute of Standards and Technology defines confiden-
and representation. Our findings support regulators in their tiality as the assurance that information does not get disclosed to
attempt to constitute more heterogeneous boards by provid- unauthorized individuals, processes, or devices. Information integrity
ing empirical evidence of better outcomes for them. In sum, means that that information has not been altered in an unauthorized
manner. Lastly, availability is viewed as timely, reliable access to data
adding women’s voices to corporate boards continues to be and information services for authorized users. https​://csrc.nist.gov/
important as it provides protection against cyber attacks and gloss​ary/term/infor​matio​n_secur​ity, accessed 2020/11/20.

13
C. Radu, N. Smaili

regulators; for example, the Canadian Securities Administra- Literature Review and Hypothesis
tors (CSA) named cyber security a strategic priority in its Development
Business Plan 2016-2019. Canadian regulation on cyberse-
curity began with CSA Staff Notice 11-326 in 2013, which Cybersecurity Beyond a Compliance‑Based
set out the challenges of cybercrime, the measures to miti- Approach: Cyber‑Business Ethics
gate cyber risks and the importance of cybersecurity disclo-
sure. In 2016, the CSA published Staff Notice 11-332 Cyber Consumers are using technology like never before. E-com-
Security highlighting the magnitude of cyber security risks merce is growing at an unprecedented rate all over the world,
for issuers, registrants and regulated entities (CSA 2016). and businesses have greater access to personal information
The notice provides that firms must determine whether they than in the past. Customers are continually sharing their
should disclose an attack, and, if so, decide on the nature, own and their children’s personal information and entrust-
timing and method of disclosure. Further, they should con- ing companies with sensitive data. This information could
sider whether any material fact or material change requires be extremely harmful when used in the wrong way or in the
disclosure. In 2017, CSA Multilateral Staff Notice 51-347 wrong hands. Thus, this explosive Internet growth facilitates
Disclosure of Cyber Security Risks and Incidents provided cyber attacks, with potentially devastating effects on organi-
results on disclosure by the firms on the S&P/TSX Compos- zations, individuals and society. These effects could materi-
ite Index regarding cyber security risk and cyber attacks. It alize as financial costs, reputational costs, loss of confiden-
found that the materiality of a cyber security breach varied tial data, erosion of consumer confidence in e-commerce,
by issuer and industry, according to the type of incident, its violation of privacy, etc.
consequences and the context of the incident. Cyber attacks Corporate cybersecurity is critical as it has an impact
aimed at obtaining client information had significant conse- not only on shareholders, managers and employees, but
quences. The Notice indicates that the characteristics of the also on society as a whole. The recent example of Desjar-
disclosure depended on the materiality of the cyber breach dins Group, the largest federation of credit unions in North
and the significance of the impact; for instance, disclosure America, illustrates this impact. A data breach revealed in
was more extensive when client information was one of the 2019 affected 2.7 million people and 173,000 businesses, or
goals of the breach. Lastly, the presence and level of disclo- more than 40 per cent of the credit union’s clients and mem-
sure differed among the firms. bers. The leaked information included names, birth dates,
The considerable expense of a cyber attack includes repu- social insurance numbers, addresses, email addresses, phone
tational, legal or cyber protection costs to the firm. These numbers and information about banking habits.2 Cybersecu-
costs can affect the evaluation of a firm’s risk and value. rity involves taking appropriate actions and making ethical
Accordingly, financial market bodies are striving to improve decisions to mitigate cyber risks. Firms should develop a
corporate responsibility and accountability related to cyber cyber program that consists of assessing these as well as
attacks and ultimately protect investors and the financial evaluating existing controls and practices, responding to the
market. For instance, the SEC has stated that timely dis- risks (increasing controls, assurance, etc.) and promoting
closure about relevant cybersecurity risks and incidents is awareness among top managers and employees. Cybersecu-
essential for investors. In its recent guidance on cyberse- rity is therefore not limited to safeguarding information con-
curity disclosure (SEC 2018), the SEC added to previous fidentiality; it must also be considered a strategic business
guidance issued in 2011 (SEC 2011) and offered new insight and ethical practice. To mitigate corporate scandals such as
into the materiality of cybersecurity risk or a cybersecu- cyber breaches, firms can use a compliance-based approach
rity incident, the timing of disclosure, the role of the board, to eliminate technical causes, an integrity approach to elimi-
cybersecurity policies and procedures and cybersecurity nate ethical concerns, or a harmonized approach in which
assessments. Notably, the board of directors, with its over- compliance and integrity reinforce each other (Calderón
sight role, should be vigilant in understanding security and et al. 2018). From a reductionist perspective, cybersecurity
technology and in managing cybersecurity risks. For its part, mitigates cyber-related risks, but from a comprehensive per-
the firm should disclose information about the board’s role spective, cybersecurity includes not only the firm’s response
in overseeing cybersecurity risks (SEC 2018). to cyber risks, but also related ethical and strategic business
decisions combined in a harmonized approach. Firms should
consider the entire ecosystem of cybersecurity consisting of

2
CBC News, https​://www.cbc.ca/news/canad​a/montr​eal/desja​rdins​
-data-breac​h-1.51832​97, page accessed on 2020/11/15.

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Board Gender Diversity and Corporate Response to Cyber Risk: Evidence from Cybersecurity Related…

cyber risk, impacts on society, training and education, ethics, Patrignani and Whitehouse (2014) add that technology
techniques, and so forth. should be viewed as a socio-technical system. Hence, we
Beyond the technical aspect of protecting organizational define cyber business ethics as a combination of business
resources and safeguarding confidential data, cybersecurity ethics, as defined in business research, and cyber ethics,
encompasses other dimensions such as employee handling as viewed by engineering research. Cyber business ethics
of data, disclosure/non-disclosure of cyber-related informa- involves the study of the ethical decisions of firms (manag-
tion, potential consequences of a data breach, and violation ers, boards of directors and employees) when dealing with
of the privacy of customers, individual investors and other information technology. As cyber-related decisions impact
stakeholders. Technology therefore creates an ethical risk on society, decision makers must find the best and “right”
in addition to its technical and financial risks, as the firm decision for the firm from a strategic point of view.
and its stakeholders can be affected when the technology is Our view of cyber business ethics is at the intersection
not used in compliance with ethical principles concerning of business ethics and cyber ethics, two ethical areas devel-
privacy. As cybersecurity deals with risks stemming from oped separately by researchers over time (Patrignani and
social and technological factors, it is a complex issue for Whitehouse 2014). Unifying them offers the opportunity to
organizations. For example, several hospitals and healthcare examine cybersecurity from a holistic approach. According
providers across the U.S. have recently been targeted in ran- to Lewis (1985, p. 383), “business ethics is related to opin-
somware attacks.3 As a result, patients experience prolonged ions about what is ethical for managers” and “involves the
wait times to receive critical care. A cyber attack targeted application of one’s understanding of what is morally right
a German hospital, resulting in the death of a woman seek- and truthful at a time of ethical dilemma.” Cyber ethics, also
ing emergency treatment. In sum, information technologies named computer ethics or information ethics, is the foun-
used for, within and between organizations are not ethically dation on which the ethical impact of information security
neutral (Strate 2012; Vallor 2018). They mirror the indi- is studied. Computer ethics, as a branch of applied ethics
vidual and business values that guide their use. Accord- and normative ethics, has received considerable attention
ing to Patrignani and Whitehouse (2014 p. 83), technol- from information technology researchers and professionals
ogy systems should be “designed using a human-centered (Nemati 2007). Cyber ethics is a term used to encompass
approach.” Thus, to enhance customer well-being, informa- all forms of applied ethics issues pertaining to technology-
tion technologies should be good, fair and clean (Patrignani related human activities (Luppicini 2009). This field strives
and Whitehouse 2014), since “technologies both reveal and to determine an appropriate perspective or philosophy in the
shape what humans value, what we think is ‘good’ in life and application of technology to real-life situations (Shapiro &
worth seeking” (Vallor, 2018, p. 3). Gross, 2013). Surprisingly, previous business research has
One of the most important ethical problems involving the completely ignored the ethical issues of information technol-
use of information technology is the issue of privacy (Moor ogy in business, while only some information technology
1997). Privacy was defined by Fried (1984, p. 209) as “not professionals and researchers in the engineer field have high-
simply an absence of information about us in the minds of lighted the importance of considering the ethical aspects of
others, rather it is the control we have over information about information technology. According to Nemati (2007), infor-
ourselves.” In this sense, privacy is the feeling that there is a mation technology poses several problems related to ethics,
zone of our individual lives under our own control and free covering three main types of ethical issues: personal privacy,
from external intrusion. Moor (1991) adds to this notion access rights, and harmful actions.
of control the restriction of access to information, i.e. “an Overall, organizations have an ethical responsibility to
individual or group has privacy in a situation if and only ensure the protection of stakeholders’ information (cus-
if in that situation the individual or group or information tomer, employees, suppliers, etc.) and to take timely and
related to the individual or group is protected from intru- effective steps to protect the data entrusted to them. In par-
sion, observation, and surveillance by others” (Moor 1991, ticular, corporations should have a strong corporate culture
p. 76). Depriving an individual of privacy could even expose of ethics and compliance extended to issues of cybersecurity
(endanger) a person’s mental and physical health. and data protection. In addition, increasing cybersecurity
According to Johnson (1985), “technology is not just risk disclosure might be viewed as an ethical decision by
artifacts, but rather artifacts embedded in social practices organizations (managers and the board of directors), since
and infused with social meaning” (Johnson 1985, p. 16). information disclosed about cyber risks is informative and
useful for stakeholders when assessing the probability of
future incidents (Li et al. 2018b). Boards of directors should
3 ask the right questions and request additional information
CNN (October 2020), https​://www.cnn.com/2020/10/28/polit​ics/
hospi​tals-targe​ted-ranso​mware​-attac​ks/index​.html, page accessed on regarding the company’s cyber vulnerability, prepared-
2020/11/15. ness and potential failures. Boards should strengthen the

13
C. Radu, N. Smaili

organization in its cybersecurity responsibilities and ensure current literature provides evidence that women and men
that data are ethically used and managed. differ in their relationship with risk management and that
women have lower risk tolerance than men (D’Acunto 2015;
Gender Diversity on Boards Huang and Kisgen 2013). Wahid (2019) shows that gender-
diverse boards commit fewer financial reporting mistakes
As the main corporate governance mechanism, the board of and engage less frequently in fraud schemes.
directors is vitally important to the firm because it provides Prior research also indicates that gender diversity comes
the firm’s strategic focus (Baker et al. 2020; Gul et al. 2011) with drawbacks as well as advantages. From the socio-psy-
and protects shareholders’ interests (Jensen and Meckling chological perspective, Baker et al. (2020) find that gender
1976). The media, regulators and academics have given diversity creates more conflict within the board and thus
considerable attention to diversity in boardrooms in recent delays its decision-making process. The presence of women
years. Gender diversity on the board provides new insights may reduce board effectiveness by increasing internal divi-
and perspectives that enhance the firm’s performance (Bravo siveness, constraining the board’s ability to act (Gul et al.
2017; Carter et al. 2003; Francoeur et al. 2008). Evidence 2011). Forbes and Milliken (1999), based on an analysis of
suggests that board diversity improves the informativeness board effectiveness, suggest that women directors change the
of the data intended for stockholders (Baker et al. 2020; Gul board’s group dynamics. Although the resulting cognitive
et al. 2011). conflicts affect cohesion and lead to debates and discussion,
Prior studies on the role of gender diversity on boards they ultimately improve collaboration and interaction within
draw on multiple theories and perspectives. Some of them the group. Increasing the number of women on the board
adopt the agency theory perspective to investigate the effect reduces the effect of the “old boys’ club” and the likelihood
of gender diversity on firms’ outcomes and decisions (Carter of groupthink mentality, and may lead to better decision
et al. 2003; Francoeur et al. 2008). They find that the practice making (Van Knippenberg et al. 2004; Wahid 2019).
yields multiple advantages for organizations. First, gender
diversity improves board monitoring (Adams and Ferreira
2009; Baker et al. 2020) and therefore the quality of cor- Gender Diversity and Cybersecurity
porate governance (Baker et al. 2020; McInerney-Lacombe
et al. 2008). It attenuates agency costs and reduces agency Women on boards might affect cybersecurity through dif-
conflicts (Adams and Ferreira 2009; Terjesen et al. 2009). ferent channels and in multiple ways: specific and general
Gender diversity enables the board of directors to internal- knowledge, risk oversight and governance, independence,
ize various opinions and brings a fresh perspective to the ethical sensitivity, stakeholder sensitivity, leadership style,
decision-making process (Baker et al. 2020; Francoeur et al. effect on group dynamics, and other characteristics. Our
2008; Kabongo and Okpara 2019). arguments for an association between gender diversity and
Some research draws on resource dependence theory to cybersecurity are as follows.
examine the impact of gender diversity on firm performance Boards of directors face increased expectations from
and decisions (Bravo 2017; Lu and Herremans 2019). Under stakeholders in regard to their role of cyber risk oversight.
this framework, gender diversity enables firms to gain con- In response, they should provide greater assurance and trans-
trol over their external resources and to develop additional parency on the establishment of effective cybersecurity man-
resources. By including women on boards, firms reduce agement programs. Women on boards can assume the role of
environmental uncertainty, while adding a greater variety risk oversight (Sila et al. 2016). A greater number of women
of skills to the board and improving the board’s decision on boards enhances corporate governance and risk manage-
making (Carter et al. 2010). As a result, greater director ment (Chen et al. 2016) and improves board effectiveness
diversity can bring critical resources to a firm (Bravo 2018). in risk management (Shimin Chen et al. 2016; Sila et al.
Prior studies suggest that women and men communicate 2016). Prior research on environmental risk suggests that
differently in the boardroom and with stakeholders and may women are generally more concerned about environmen-
have a different attitude towards risk. Baird Jr and Bradley tal issues than men are (Diamantopoulos et al. 2003; Liao
(1979) suggest that women tend to be more informative than et al. 2015). Women promote environmental and corporate
men and that they attribute greater importance to commu- social responsibility reporting, especially when the number
nication than men do (Ahmed et al. 2017; Guadagno and of women directors exceeds three (Liao et al. 2015; Webb
Cialdini 2002). Loden and Rosener (1991) also highlight 2004). In addition, the literature on financial risk highlights
that women tend to share, rather than retain, information. that the presence of women on boards reduces financial risk
It follows that voluntary disclosure could be a tool that (Wahid 2019). Overall, “boards with more women surpass
women directors use to better communicate and collabo- all-male boards in their attention to audit and risk oversight
rate with stakeholders (Ahmed et al. 2017). In addition, and control” (Brown et al. 2002, p. 5).

13
Board Gender Diversity and Corporate Response to Cyber Risk: Evidence from Cybersecurity Related…

As women bring to the boardroom a set of perspectives, demonstrate flexibility in terms of cybersecurity and influ-
experiences, and viewpoints that differ from those of their ence cyber-related disclosure.
male counterparts (Dhir 2015), they might raise cyberse- Overall, women are likely to affect cybersecurity disclo-
curity issues during board discussions. Women have been sure by the differences they bring to board heterogeneity in
found to provide strategic input and generate more produc- terms of board function, governance, and group dynamics.
tive discourse incorporating different points of views (Bili- Women on boards could be cyber-engaged in various ways.
moria and Wheeler 2000; Nielsen and Huse 2010). This is a multidimensional process involving oversight (what
Women’s particular leadership styles and board tasks to do regarding cybersecurity issues), specific and general
make a difference in terms of board effectiveness (Nielsen knowledge (how to do it) and strategic and ethical considera-
and Huse 2010). Women on boards are positively associ- tions (why do it).
ated with board strategic control, but not directly associated
with board operational control (Nielsen and Huse 2010). Hypotheses Development
Strategic control refers to the board’s ex ante control of cor-
porate strategies formulated by top managers (Baysinger A number of regulators and academics who study corporate
and Hoskisson 1990). It is more complex than operational risk disclosure have called for an increase in the practice.
control and requires creativity and a broader range of per- Hernández-Madrigal et al. (2012) and Bravo (2017) char-
spectives (Nielsen and Huse 2010). The characteristics of acterize improvement of corporate risk disclosure as one
women directors may lead to women’s active involvement of the most important objectives of corporate governance.
in strategic issues that concern the firm and its stakeholders, This information is an important consideration in share-
such as cybersecurity. Hence, women may be particularly holders’ investment decisions and the decision process of
sensitive to and exercise influence on decisions regarding other stakeholders (Bravo, 2017; Eccles et al. 2002; Oliveira
cyber security. et al. 2013). Campbell et al. (2014) show that firms disclose
Given their ethics and stakeholder-oriented sensitivity, more risk factors when faced with increased risks, and that
women on boards could also affect cybersecurity disclosure. a large part of the disclosure is dedicated to a description
Prior studies point out that they enhance ethical practices of these risks. Kravet and Muslu (2013) conclude that the
(Ntim 2015; Wahid 2019; Zalata et al. 2019) and are more volume of risk disclosure is associated with industry level
responsive to stakeholders’ demands for increased disclosure risk. They also note that the quantity of corporate risk dis-
(Ben-Amar et al. 2017). As stakeholders’ privacy is one of closure is associated far more with industry factors than with
the most important ethical aspects of cybersecurity, women firm-specific factors such as stock volatility and trading vol-
directors are more likely to address this issue with the board. ume. The Canadian and U.S. governments have encouraged
Women can strengthen board oversight by increasing the risk-related disclosure, with the result that the inclusion of
number of independent directors in the boardroom, which risk like cyber risk is trending upward in annual reports.
enhances the board’s ability to question managers on a wider Risk-related information tends to be helpful for assessing
array of decisions (Adams 2016). Moreover, women direc- the firm’s financial situation and evaluating how manage-
tors are less likely to be part of the “old-boys’ club” (Wahid ment and the board of directors address these risks. Diverse
2019) and more inclined to be independent and effective boards are more sensitive to different stakeholders’ infor-
monitors (Adams 2016). They therefore could affect cyber- mation needs and should drive more extensive cyber-risk
security disclosure through board oversight. disclosure.
The audit committee is generally responsible for cyber- However, despite the upside to this information, i.e. that
security strategy (Héroux and Fortin 2020; Lanz 2016). it signals new and valuable information for investors, there
Canadian regulation, as well as the SOX Act, requires that is a negative aspect: disclosing critical internal informa-
audit committee members be independent and have exper- tion that hackers and cyber criminals might use to attack
tise (Ontario Securities Commission, 2011). Dedication the firm (Hausken 2007; Li et al. 2018a; Wang et al. 2013).
and prudence are also considered key characteristics of a In fact, the disclosure of some security information has
diligent audit committee member (Brouard et al. 2017; Cal- been associated with future breach announcements in the
derón et al. 2018). Differences between the characteristics of media (Wang et al. 2013). Amir et al. (2018) find that
women and men audit committee members may explain the cybersecurity risk disclosure is informative for future
impact of gender diversity on cybersecurity disclosure. Hill- cybersecurity incidents. A vigilant board of directors
man et al. (2008) highlight that board members with mul- should take into account the benefits and disadvantages of
tiple identities (for our purposes, an example would be the cybersecurity disclosure and consider a trade-off between
fact of being both a director and a woman) exercise flexibil- disclosing value-relevant cybersecurity information and
ity with complex issues. This could be the case with issues maintaining the security of the company’s systems. How-
like cybersecurity. Women on boards would accordingly ever, there is no evidence on how women on boards might

13
C. Radu, N. Smaili

affect this trade-off or whether their presence and number and be active and cyber-engaged in fostering ethical behaviour
affect the volume of cybersecurity disclosure. in regard to cybersecurity by increasing transparency in cyber
Our hypothesis development is based on stakeholder, disclosure. They could direct attention and effort to cyber
resource dependence and critical mass theories, as issues and signal their importance to the board.
explained below. Based on the above theories and the differences between
Under stakeholder theory, gender diversity is expected men and women directors highlighted in the literature, we
to increase board oversight of cyber risk. The presence predict that women on boards influence the presence and
of women could improve strategic decisions by reducing volume of cybersecurity-related disclosure and promote
information asymmetry between managers and shareholders transparency and better communication with investors and
and could therefore generally enhance disclosure of value- stakeholders. We expect that board gender diversity will
relevant information to shareholders or stakeholders. With pressure directors to increase the firm’s risk disclosure.
their increased stakeholder sensitivity and diverse perspec- Accordingly, we formulate the following two hypotheses:
tives (Nielsen and Huse 2010), it follows that women might
affect cybersecurity disclosure. In addition, board diversity H1 The presence of cybersecurity-related disclosure is
is linked to more transparent disclosure (Upadhyay and positively associated with gender diversity in corporate
Zeng 2014). Women are more likely to share information governance.
than to withhold it from stakeholders (Baird and Bradley
1979). Hence, stakeholder theory posits that cybersecurity H2 The level of cybersecurity disclosure is positively asso-
disclosure increases with women on boards since they are ciated with gender diversity in corporate governance.
more amenable to stakeholders’ demands for information.
Additionally, under resource dependence theory, the pres- Starting with Kanter (1977), the impact of women’s rep-
ence of women in boardrooms enables firms to gain control resentation on firms’ outcomes has included the question of
over their external resources. According to Francoeur et al. the critical mass of women needed to make a difference. In
(2008), it also brings a fresh perspective to complex issues. groups like boards, where the numbers are highly skewed in
Women help organizations better understand and solve prob- favour of men, women are only token members and their num-
lems arising from the environment and are more adept at bers purely symbolic. Women in these positions experience
evaluating the needs of shareholders (Bear et al. 2010; Bravo pressure from the dominant culture (Kanter 1977), whereas
2018). In addition, they may enhance corporate response to increasing their numbers may lead to coalitions and alliances
stakeholders’ increasing needs for information on cybersecu- affecting decision making. Although empirical research by
rity risk. Prior studies on gender diversity show that women Ben-Amar et al. (2017) concludes that a minimum of two
are more risk averse than men (Loukil and Yousfi 2016; Sila women is sufficient to affect decision making concerning sus-
et al. 2016), and their conservatism and risk aversion can tainability outcomes, this number is not enough to avoid the
contribute to increased risk disclosure (Eaton et al. 2019). imposition of the dominant members’ opinions (Kanter 1977).
Women favour collaboration and trust over power and reten- Rather, a critical mass of three or more women is required to
tion of information (Ahmed et al. 2017). Under resource impel acceptance and communication (Konrad et al. 2008).
dependence theory, women are likely to benefit businesses Other empirical research has reached the same conclusion
for several reasons: they enhance firm legitimacy by convey- about a critical mass of three or more women positively affect-
ing the positive message that women are included on the ing firm outcomes (Post et al. 2011; Torchia et al. 2011).
board; with their specialized knowledge skills or expertise, Based on critical mass theory, we expect that the level
they provide critical advice and counsel on specific issues, of cybersecurity disclosure is positively associated with the
such as cybersecurity; and they are useful communication presence of three or more women on the board—hence, our
links with the organizational environment (Dunn 2012). third hypothesis:
There are thus general differences between genders, includ-
ing the aspects of risk oversight and group dynamics. Board H3 The level of cybersecurity disclosure is positively asso-
gender composition may explain variations in corporate risk ciated with a critical mass of three or more women on the
organizational response and subsequent variations in disclo- board.
sure. In addition, since women’s input into business issues
varies from men’s, they are likely to play a different role in Figure 1 synthesizes the research model and the
cyber issues. Women could promote a culture of cybersecurity hypotheses.

13
Board Gender Diversity and Corporate Response to Cyber Risk: Evidence from Cybersecurity Related…

Fig. 1  Research model and


hypothesis

Research Methodology where, for firm i: CyberDiscl represents the cybersecurity


disclosure in the annual report, Diversity is the number of
Sample women on the board of directors, Controls are the control
variables and ∈i is the error term.
Our sample consists of the companies listed on the Toronto Using some of the determinants of disclosure identified in
Stock Exchange (TSX) that were featured on the S&P/TSX prior literature, we control for financial variables that impact
60 index during the sample period. As our sample selection disclosure, i.e. firm size, profitability, investment opportu-
is based on prior literature’s characterization of firm size as nities and leverage. We add a control for other governance
an important determinant of voluntary disclosure (Brammer variables affecting disclosure, i.e. board size, board inde-
and Pavelin 2008; Cormier and Magnan 1999; Hossain et al. pendence and firm industry affiliation.
1995), it is assumed that these large listed companies are more Model (2) includes individual control variables:
likely to disclose cybersecurity-related information. Our study CyberDiscli =𝛽0 + 𝛽1 Diversityi + 𝛽2 Sizei + 𝛽3 ROAi + 𝛽4 MTBi + 𝛽5 Leveragei
covers the 5-year period running from 2014 to 2018. The final
+ 𝛽6 BoardSizei + 𝛽7 BoardIndepi + 𝛽8 Indi + 𝛽9 NbPagesi + ∈i
sample yielded a total of 300 company-year observations. The
(2)
list of the sample companies is presented in “Appendix A”.
where, for firm i CyberDiscl represents the cybersecurity dis-
Data Collection closure in the annual report, Diversity is the gender diversity
of the board of directors, Size is the firm’s size, ROA is the
We collected 5 years of the sample companies’ annual firm’s profitability, MTB is the firm’s growth opportunity,
reports published between 2014 and 2018 from the Sedar Leverage is the firm’s leverage, BoardSize is the board’s
database and www.annua​lrepo​r ts.com. We began by iden- size, BoardIndep is the independence of the board, Ind is the
tifying cybersecurity-related information disclosure in the firm’s industry affiliation, NbPages is the number of pages
annual report. We used the keywords “cyber” (included in in the annual report and ∈i is the error term.
cyber risk and cyber disclosure), “cybersecurity”, “cyber
attack” and “information security” to identify all the para- Measures of Variables
graphs in the annual reports related to cybersecurity, and fol-
lowed this search with a manual check to verify the validity Table 1 summarizes the measures used for the variables.
of each identified paragraph. The paragraphs were copied
into a new Word file so the words and sentences could be
Dependent Variable
counted.
Governance and financial variables were collected from
Our dependent variable measures cybersecurity disclosure
Sedar using information from annual reports and comple-
in the annual report. The annual report is an important and
mentary information in management information or proxy
reliable source of risk-related information for investors and
circulars.
other stakeholders (Allini et al. 2016). Three different meas-
ures are used for cybersecurity disclosure. The first meas-
Model ure, CyberDiscl (dummy), is a binary variable indicating
the presence or absence of cybersecurity-related informa-
We use a multiple linear regression model to test the asso-
tion in the annual report, as previously used in disclosure
ciation between cybersecurity disclosure and board gender
research (Chen et al. 2002). It takes the value 1 if cyberse-
diversity.
curity disclosure is present in the annual report and 0 other-
The basic model for testing our hypotheses is:
wise. To identify cybersecurity disclosure we used the key
CyberDiscli = 𝛽0 + 𝛽1 Diversityi + 𝛽2 Controlsi + ∈i (1) word “cyber”, as well as “cybersecurity”, “cyber attack” and

13
C. Radu, N. Smaili

Table 1  Summary of variables used in the regression model


List of variables Measures

Dependent and independent variables


CyberDiscl Cybersecurity-related disclosure in the annual report. Three alternative measures are used for this variable, as follows
A dummy variable coded 1 for firms presenting cybersecurity-related disclosure in the annual report and 0 otherwise
Number of words in the cybersecurity disclosure
Number of paragraphs in the cybersecurity disclosure
Diversity Gender diversity of the board, as follows
Percentage of women
Blau Index of heterogeneity
Critical mass of women using three dummies
OneWoman takes the value 1 if there is one woman on the board and 0 otherwise
TwoWomen takes the value 1 if there are two women on the board and 0 otherwise
ThreePlusWomen takes the value 1 if there is a minimum of three women on the board and 0 otherwise
Control variables
Size Firm size measured by the natural logarithm of total assets
ROA Firm profitability measured by return on assets
MTB Firm growth opportunity measured by market-to-book ratio
LEV Firm leverage measured by total liabilities divided by book value of equity
BoardSize Board size measured by number of directors
BoardIndep Board independence measured by the percentage of independent directors on the board
Ind Firm industry affiliation (seven dummy variables for eight industrial sectors)
NbPages Annual report’s total pages

“information security.” After noting wide variations in the two categories—women and men). The Blau Index values
volume of cybersecurity disclosure during data collection, range from 0 for all board members in the same category to
we used more detailed measures for this volume, i.e. number 0.5 for equal representation of women and men. The third
of paragraphs (Allini et al. 2016; Bravo 2017) and number measure for Diversity is used to test our third hypothesis
of words in the annual report pertaining to cybersecurity on the critical mass of women necessary to have a positive
disclosure (Campbell 2004). effect on disclosure. Consistent with prior literature, three
We run separate regressions for each measure of the dummy variables are used: OneWoman, coded 1 if there is
dependent variable. A logistic regression is used for the one woman on the board and 0 otherwise, TwoWomen, coded
binary variable indicating the presence of cybersecurity 1 if there are two women on the board and 0 otherwise, and
disclosure and ordinary least squares regression for volume ThreePlusWomen, coded 1 if there are at least three women
of cybersecurity disclosure. on the board and 0 otherwise (Ben-Amar et al. 2017; Post
et al. 2011).
Independent Variables
Control Variables
To examine the effect of gender diversity in corporate
governance on cybersecurity disclosure, we use the inde- We control for company characteristics associated with dis-
pendent variable Diversity to represent board diversity. closure, i.e. size, industry affiliation, growth opportunity,
To measure gender diversity, three proxies are used. As in profitability and debt. As discussed earlier, firm size is posi-
previous research, we measure Diversity by the percentage tively associated with disclosure, i.e. larger firms disclose
of women on the board (Ben-Amar et al. 2017; Boulouta, more information (Brammer and Pavelin 2008; Branco and
2013; Campbell and Mínguez-Vera 2008; Francoeur et al. Rodrigues 2008; Zadeh and Eskandari 2012). We measure
2008, 2019; Kassinis et al. 2016). The second measure for this characteristic by the natural logarithm of total assets.
Diversity, the Blau Index (Blau 1977), considers the num- Industry affiliation is also related to disclosure (Ben-Amar
ber of diversity categories and distribution evenness in each et al. 2017; Brammer and Pavelin 2008; Branco and Rodri-
category (Ben-Amar et al. 2017; Campbell and Mínguez- gues 2008), as some industries, including communications
Vera 2008). This is an index of heterogeneity calculated as and finance, are exposed to greater cybersecurity risks and
1 − i=1 P2i , where Pi is the percentage of board members in disclose more cybersecurity-related information. Since our
∑n
each category and n is the number of categories (in this case, sample consists of firms in eight industries (see Table 1),

13
Board Gender Diversity and Corporate Response to Cyber Risk: Evidence from Cybersecurity Related…

Table 2  Sample distribution by sector Descriptive statistics are presented in Table 3. We use
Sectors Number of Percentage
three variables to measure extent of cybersecurity disclo-
companies sure. The first, a dummy variable, measures the presence
of cybersecurity disclosure in the annual report. Using
Mining 55 18.3
this variable, we find that 71.67% of the firms disclose
Construction 5 1.7
cybersecurity-related information. The second variable
Manufacturing 55 18.3
represents the number of cybersecurity-related words,
Transportation, communications, 60 20.0
ranging from 0 to 1759 words, with a mean of 310 words.
electric, gas and sanitary service
The third variable is the number of paragraphs used for
Wholesale trade 10 3.3
cybersecurity disclosure, varying from 0 to 30. The sam-
Retail trade 30 10.0
ple’s mean is 3.55.
Finance, insurance and real estate 65 21.7
The mean percentage of women on the board is 24.25%,
Services 20 6.7
with the maximum percentage being 50%. Results show that
Total 300 100.0
11.7% of the sample has one woman on the board, 27.7%
has two women, and the majority (56.3%) has three or more
women. Surprisingly, there are still boards without women
seven dummy variables were introduced to control for indus- among the 60 largest companies in Canada (4.3%). The Blau
try affiliation. Next, disclosure is positively associated with Index has a mean of 34.5, showing that the sample boards
firm profitability (D’Amico et al. 2016; Francoeur et al. are not homogeneous in terms of gender.
2019), which we measure using the firm’s ROA. Firms with Consistent with Héroux and Fortin (2020), we note that
higher profitability have more resources to allocate to risk several companies repeat the same statements related to
management and disclose information on this topic. Lever- cybersecurity year after year (see the example in Appen-
age is also related to disclosure; firms with higher lever- dix B). Variations in the means for cybersecurity-related
age provide more disclosure in response to greater pressure disclosure and gender diversity for the research period
from financing stakeholders (Clarkson et al. 2008; D’Amico are presented in Fig. 2. Level of cybersecurity disclosure
et al. 2016). We measure the debt level trait by total liabili- as measured by number of words or number of paragraphs
ties to total assets. Lastly, firms with growth opportunities increased consistently between 2014 and 2018. The presence
strive to reduce the information asymmetry between internal of cybersecurity disclosure, also measured by the dummy
stakeholders and investors by providing extensive disclosure variable, likewise increased, as a result of regulation encour-
(Ben-Amar et al. 2017; Francoeur et al. 2008). Our measure aging disclosure of cyber-related information.
for growth opportunities is market-to-book ratio. We note an increase in the presence of women on the
Consistent with previous research, we also control for the sample boards between 2014 and 2018, measured by per-
board characteristics of size and independence (Ben-Amar centage or number of women on the board and the Blau
et al. 2017; Post et al. 2011). Board size is the number of Index. Both cybersecurity disclosure and board gender
directors on the board and board independence is the per- diversity seem to be positively associated and to follow the
centage of independent members on the board. And lastly, same upward trend.
as our measure for cybersecurity disclosure is the number Some key characteristics are required for board members
of words or paragraphs in the annual report, we control for in audit committees (Calderón et al. 2018). As the audit
the total number of pages in the annual report. committee is generally responsible for cybersecurity strategy
(Héroux and Fortin 2020; Lanz 2016), we refine our analysis
by looking closer at the presence of women on the board and
Results and Discussion their characteristics, and more specifically, their information
technology (IT) expertise, presence on the audit committee
Descriptive Statistics and independence (see Table 4).
The number of women with IT expertise on boards
Table 2 provides information on the sample’s distribution by increased steadily from 11 in 2014 to 22 in 2018, a sta-
industry sector. The sector with the highest representation is tistically significant difference (p < 0.01). The majority of
Finance, Insurance and Real Estate, with 65 companies, or women directors with IT expertise are independent, at the
21.7% of the sample. This category is followed by Transpor- rate of 63.60% in 2014 (7 out of 11) and 63.63% in 2018
tation, Communications, Electric, Gas and Sanitary service, (14 out of 22). Firms attracted women directors with IT
with 60 companies, or 20.0% of the total sample. Construc- expertise mainly from outside the organization. There are
tion is the sector with the lowest representation, with five no major differences between the percentages of women
companies, accounting for 1.7% of the sample. directors with IT expertise from outside and within the

13
C. Radu, N. Smaili

Table 3  Descriptive Statistics Variable Mean Median Std deviation Minimum Maximum

CyberDiscl (dummy) 0.717 1 0.451 0 1


CyberDiscl 310.177 229.5 395.294 0 1759
(by number of words)
CyberDiscl 3.55 3 4.025 0 30
(by number of paragraphs)
Diversity (percentage of women) 0.243 0.25 0.105 0 0.5
Diversity (Blau Index) 0.345 0.375 0.115 0 0.5
OneWoman 0.117 0 0.322 0 1
TwoWomen 0.277 0 0.448 0 1
ThreePlusWomen 0.563 1 0.497 0 1
Size 10.487 10.217 2.397 3.145 16.351
ROA 0.021 0.025 0.201 -3.144 0.892
Leverage 0.647 0.626 0.263 -0.941 0.999
MTB 7.729 3.510 11.080 0.008 76.364
BoardSize 11.377 11 2.737 5 16
BoardIndep 0.763 0.833 0.206 0 1
NbPages 150.547 148 61.202 22 566
Number of observations: 300

CyberDiscl (dummy) is a binary variable indicating the presence or absence of cybersecurity-related infor-
mation in the annual report. CyberDiscl (by number of words) represents the number of words in the annual
report relating to cybersecurity disclosure. CyberDiscl (by number of paragraphs) is the number of para-
graphs in the annual report relating to cybersecurity disclosure. Diversity (percentage of women) is the
percentage of women on the board. Diversity (Blau Index) is the Blau Index of heterogeneity on the board.
OneWoman, TwoWomen and ThreePlusWomen are binary variables indicating the presence of one, two, or
three or more women on the board. Size is the natural logarithm of total assets. ROA is the return on assets.
Leverage is the total liabilities to total assets. MTB is the market-to-book ratio. BoardSize is the number of
directors on the board. BoardIndep is the percentage of independent directors on the board. NbPages is the
total number of pages in the annual report

Fig. 2  Variation in cybersecurity related disclosure and gender diversity from 2014 to 2018

company. The total number of board members with IT a woman director with IT expertise is provided in “Appen-
expertise also increased from 40 in 2014 to 64 in 2018, dix C”.
and the difference is statistically significant (p < 0.05). The We also followed changes in the number of women on the
increase in the number of women directors with IT exper- audit committee. In 2014, 23.09% of the audit committee
tise exceeded the increase in the total number of directors members were women, whereas in 2018 this figure increased
with IT expertise, with the former’s percentage growing to 30.09%, a statistically significant variation (p < 0.01).
from 27.5% of the total number of board members with IT The percentage of independent women on boards grew
expertise in 2014 to 34.4% in 2018. A sample statement on

13
Board Gender Diversity and Corporate Response to Cyber Risk: Evidence from Cybersecurity Related…

Table 4  Sample description and (2) and (3) of 7. Based on 300 firm-year observations,
2014 2018 Difference (t-value)
our model indicates a very strong and positive association
between cybersecurity disclosure and gender diversity on
Independent women on board 92.87 94.01 − 1.14 (− 0.584) the board. Column (2) of Table 6 presents the regression
(%)
coefficients using number of words as the measure of cyber-
Presence on the audit commit- 23.09 30.09 − 7.00 (− 2.927)***
security disclosure and percentage of women as the measure
tee (%)
of gender diversity on the board. CyberDiscl is positively
IT expertise (global) 0.67 1.07 − 0.4 (− 2.225)**
associated with Diversity (b = 826.2, p < 0.001), confirming
IT women expertise 0.18 0.37 − 0.183 (− 3.027)***
our second hypothesis. The results are robust at alternative
Independent IT women (%) 63.60 63.63 No difference
measurements of cybersecurity disclosure. Table 6, column
*p < 0.05, **p < 0.01, ***p < 0.001 (3) shows the regression coefficients using number of para-
graphs to measure cybersecurity disclosure. The result is a
positive and significant association between cybersecurity
from 92.87% in 2014 to 94.01% in 2018, a non-significant disclosure and gender diversity (b = 11.23, p < 0.001).
difference. In Table 7, we report regression coefficients using the
The average firm size as measured by the natural loga- Blau Index as an alternative measure of board diversity.
rithm of total assets is 10.5. The means for ROA, leverage According to the results in column (2) of Table 7, cyberse-
and market-to-book ratio are respectively 2.1%, 64.7%, and curity disclosure as measured by number of words is posi-
7.7%. Average board size is 11 directors and the mean per- tively associated with board diversity (b = 762.2, p < 0.001).
centage of independent directors is 76.3. The annual reports Column (3), Table 7 displays similar results: a strong and
in the sample have an average of 151 pages. positive association is observed between cybersecurity dis-
closure, measured by number of paragraphs, and gender
Multivariate Analysis diversity on the board (b = 9.682, p < 0.001). In conclusion,
our second hypothesis regarding the positive association
Table 5 presents the correlation coefficients between the between level of cybersecurity disclosure and gender diver-
variables of the model. As expected, high positive correla- sity in corporate governance is confirmed.
tions are observed between board diversity and cybersecu- As regards control variables, consistent with prior
rity-related disclosure. The variable OneWoman, capturing research (Lang and Lundholm 1993; Zadeh and Eskandari
the presence of only one woman on the board, is negatively 2012), size is positively associated with level of cyberse-
correlated with cybersecurity disclosure, while TwoWomen curity disclosure. Larger firms face higher agency costs
is not correlated and ThreePlusWomen is positively corre- and more disclosure pressure from stakeholders, and con-
lated with cybersecurity disclosure. sequently provide more disclosure to reduce information
A logit regression was used to test the first hypothesis on asymmetry and legitimize their activities. Similar with prior
the positive association between the presence of cybersecu- research findings (Cormier and Magnan 1999; Gamerschlag
rity-related disclosure and gender diversity in corporate gov- et al. 2011), firm profitability is positively associated with
ernance. The results of the regression are reported in the first level of cybersecurity disclosure. Firms in good financial
columns of Tables 6 and 7. Using the percentage of women health, greater public exposure and higher potential political
as the measure for diversity on the board, Table 6 shows a costs disclose more to avoid being associated with actions
positive and significant association between the presence that breach stakeholders’ expectations (Gamerschlag et al.
of cybersecurity-related disclosure and diversity (b = 6.74, 2011). Higher profitability makes it possible to allocate more
p < 0.01). The results reported in Table 7, using the Blau resources to risk management and disclosure (D’Amico et al.
Index as the measure for gender diversity, also indicate a 2016). Market-to-book ratio is negatively associated only
positive association between gender diversity and the pres- with the presence of cybersecurity-related disclosure. This
ence of cybersecurity disclosure (b = 6.07, p < 0.01). Hence, negative relation might be explained by managers withhold-
our first hypothesis is confirmed. ing negative information (Amir et al. 2018). Consistent with
Our sample consists of longitudinal data for a 5-year Eng (2003), this relation is no longer significant for the level
period running from 2014 to 2018. To test our second and of disclosure.
third hypotheses, we use a regression with a fixed effects Table 8 reports the results of tests of the third hypoth-
model for panel data. The fixed effects model controls for esis regarding the association between level of cybersecu-
firm, year and industry, since industry does not vary from rity disclosure and a critical mass of three or more women.
year to year. As reported in column (1) of Table 8, cybersecurity disclo-
The results of the regression used to test the second sure measured by number of words is negatively associated
hypothesis are reported in columns (2) and (3) of Tables 6 with the presence of one woman on the board (b = − 128.4,

13
13
Table 5  Pearson’s Correlation Matrix
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) (15)

CyberDisc (dummy) (1) 1


CyberDisc 0.601* 1
(words) (2)
CyberDisc 0.555* 0.897* 1
(paragr.) (3)
Diversity 0.328* 0.308* 0.308* 1
(%) (4)
Diversity 0.365* 0.330* 0.323* 0.963* 1
(BlauIndex) (5)
OneWoman − 0.186* − 0.231* − 0.213* − 0.443* − 0.454* 1
(6)
TwoWomen − 0.0411 0.0411 0.0414 − 0.245* − 0.157* − 0.225* 1
(7)
ThreePlus 0.282* 0.191* 0.174* 0.709* 0.699* − 0.413* − 0.702* 1
Women (8)
Size (9) 0.0740 0.113 0.0411 0.0059 0.0034 − 0.0874 − 0.0382 0.0376 1
Profit (10) 0.003 0.087 0.069 0.011 0.016 − 0.002 − 0.066 0.084 − 0.013 1
Leverage (11) 0.214* 0.144* 0.137* 0.229* 0.262* − 0.074 − 0.215* 0.347* 0.162* 0.329* 1
MTB (12) − 0.272* − 0.180* − 0.178* − 0.108 − 0.146* 0.0045 0.0071 − 0.111 − 0.087 0.0869 − 0.184* 1
BoardSize (13) 0.270* 0.194* 0.160* 0.260* 0.305* − 0.304* − 0.175* 0.507* 0.0279 0.125* 0.401* − 0.213* 1
BoardIndep (14) − 0.020 − 0.108 − 0.096 0.0344 0.0543 − 0.035 0.0802 − 0.003 − 0.158* 0.0128 − 0.150* − 0.024 0.003 1
NbPages 0.356* 0.296* 0.268* 0.162* 0.193* 0.0448 − 0.137* 0.195* 0.194* − 0.098 0.442* − 0.309* 0.280* − 0.265* 1
(15)

*p < 0.05
C. Radu, N. Smaili
Board Gender Diversity and Corporate Response to Cyber Risk: Evidence from Cybersecurity Related…

Table 6  Results of the (1) (2) (3)


regression of cybersecurity
disclosure on gender diversity CyberDiscl CyberDiscl CyberDiscl
(% of women) (dummy) (number of words) (number of paragraphs)

Diversity 6.738** 826.2*** 11.23***


(% of women) (3.28) (4.42) (4.47)
Size − 0.0626 56.05*** 0.498**
(− 0.68) (4.15) (2.75)
ROA 0.507 214.2* 3.132*
(0.55) (2.32) (2.52)
MTB − 0.0796*** − 2.929 − 0.0342
(− 3.57) (− 1.80) (− 1.56)
Leverage − 0.441 147.3 4.071
(− 0.53) (0.92) (1.89)
BoardSize 0.121 1.257 − 0.0964
(1.68) (0.11) (− 0.65)
BoardIndep 1.703 200.7 2.278
(1.60) (1.54) (1.30)
MiningSector − 3.189**
(− 3.16)
ConstructionSector − 4.962**
(− 2.76)
ManufacturingSector − 1.315
(− 1.39)
TransportSector − 0.271
(− 0.27)
WholesaleSector − 3.362**
(− 2.90)
RetailSector − 0.691
(− 0.71)
FinanceSector − 0.623
(− 0.60)
NbPages 0.0161*** 0.442 0.00382
(3.54) (1.15) (0.74)
_cons − 2.407 − 789.0** − 8.048*
(− 1.21) (− 3.13) (− 2.38)
Fixed effects Firm, Year & Industry Firm, Year & Industry
LR χ2(18) 131.90
F 8.72 8.84
Prob > F 0.000*** 0.000*** 0.000***
R2 0.369 0.095 0.068
N 300 300 300

t statistics in parentheses, *p < 0.05, **p < 0.01, ***p < 0.001

p < 0.05). The result is robust at alternative measures for board (b = − 1.893, p < 0.005). For two women on the
cybersecurity disclosure; using number of paragraphs as board, columns (2) and (5) of Table 8 report no association
the measure of cybersecurity disclosure, we continue to between this representation and cybersecurity disclosure.
observe a negative association between cybersecurity- Findings change when three women are on the board: as
related disclosure and the presence of one woman on the reported in column (3) of Table 8, cybersecurity disclosure

13
C. Radu, N. Smaili

Table 7  Results of the (1) (2) (3)


regression of cybersecurity
disclosure on gender diversity CyberDiscl CyberDiscl CyberDiscl
(Blau Index) (dummy) (number of words) (number of paragraphs)

Blau Index 6.068** 726.2*** 9.682***


(3.28) (4.08) (4.04)
Size − 0.0663 52.19*** 0.446*
(− 0.71) (3.84) (2.44)
ROA 0.470 206.1* 3.014*
(0.50) (2.22) (2.41)
MTB − 0.0800*** − 3.054 − 0.0360
(− 3.57) (− 1.86) (− 1.63)
Leverage − 0.465 154.9 4.175
(− 0.56) (0.96) (1.92)
BoardSize 0.117 − 0.405 − 0.118
(1.62) (− 0.04) (− 0.78)
BoardIndep 1.587 207.8 2.391
(1.48) (1.59) (1.36)
MiningSector − 3.142**
(− 3.17)
ConstructionSector − 4.705**
(− 2.70)
ManufacturingSector − 1.273
(− 1.37)
TransportSector − 0.138
(− 0.14)
WholesaleSector − 2.884*
(− 2.56)
RetailSector − 0.689
(− 0.72)
FinanceSector − 0.576
(− 0.56)
NbPages 0.0154*** 0.457 0.00410
(3.42) (1.18) (0.79)
_cons − 2.686 − 791.6** − 8.058*
(− 1.33) (− 3.12) (− 2.36)
Fixed effects Firm, Year & Industry Firm, Year & Industry
LR χ2(15) 132.03
F 8.29 8.29
Prob > F 0.000*** 0.000*** 0.000***
R2 (pseudo R2) 0.369 0.099 0.069
N 300 300 300

t statistics in parentheses, *p < 0.05, **p < 0.01, ***p < 0.001

measured by number of words is positively associated with Discussion and Conclusion


this threshold of women (b = 115.2, p < 0.01), as is number
of paragraphs (Table 8, column (6)) (b = 1.421, p < 0.05). In 2019, the World Economic Forum characterized cyber
Our third hypothesis is therefore confirmed, whereby a risk as the greatest danger facing businesses around the
critical mass of three women is positively related to the globe (World Economic Forum 2019). Stakeholders and
level of cybersecurity disclosure. regulators are pressuring companies to manage this risk
and to disclose their cybersecurity-related information.
Canada started using regulatory channels to promote

13
Board Gender Diversity and Corporate Response to Cyber Risk: Evidence from Cybersecurity Related…

Table 8  Results of the regression of cybersecurity disclosure on the critical mass of women on the board
(1) (2) (3) (4) (5) (6)
CyberDiscl CyberDiscl CyberDiscl CyberDiscl CyberDiscl CyberDiscl
(number of words) (number of words) (number of words) (number of (number of (number of
paragraphs) paragraphs) paragraphs)

OneWoman − 128.4* − 1.893*


(− 2.32) (− 2.55)
TwoWomen − 26.72 − 0.165
(− 0.72) (− 0.33)
ThreePlusWomen 115.2** 1.421*
(2.78) (2.55)
Size 56.27*** 56.49*** 60.84*** 0.503** 0.491* 0.556**
(4.05) (3.96) (4.35) (2.70) (2.56) (2.94)
ROA 201.9* 178.7 195.8* 2.991* 2.652* 2.861*
(2.12) (1.87) (2.07) (2.34) (2.06) (2.25)
MTB − 3.344* − 3.251 − 3.272 − 0.0400 − 0.0385 − 0.0388
(− 1.99) (− 1.92) (− 1.96) (− 1.78) (− 1.69) (− 1.73)
Leverage 142.6 154.8 135.5 3.990 4.196 3.939
(0.86) (0.93) (0.82) (1.80) (1.87) (1.78)
BoardSize − 3.036 3.746 − 2.940 − 0.162 − 0.0634 − 0.145
(− 0.26) (0.33) (− 0.25) (− 1.03) (− 0.41) (− 0.93)
BoardIndep 266.1* 264.8 235.6 3.162 3.189 2.796
(2.00) (1.97) (1.77) (1.77) (1.76) (1.56)
NbPages 0.506 0.707 0.562 0.00448 0.00738 0.00563
(1.27) (1.79) (1.43) (0.83) (1.39) (1.06)
_cons − 580.3* − 704.6** − 690.1** − 5.077 − 6.847 − 6.713
(− 2.20) (− 2.69) (− 2.68) (− 1.44) (− 1.95) (− 1.93)
Fixed effects Firm, year & industry (for all models)
F 6.60 5.87 6.95 6.81 5.85 6.81
Prob > F 0.000*** 0.000*** 0.000*** 0.000*** 0.000*** 0.000***
Pseudo R2 0.056 0.046 0.055 0.032 0.025 0.030
N 300 300 300 300 300 300

t statistics in parentheses, *p < 0.05, **p < 0.01, ***p < 0.001

the disclosure of cyber-related information in 2013. As governance in Canada began only recently, i.e. in 2014.
a result, cybersecurity-related disclosure expanded over From 20.4% of board members in 2014, the proportion of
the research period of 2014 to 2018. In 2018, the large women on boards rose steadily to reach 27.7% in 2018.
majority of our sample (85%) disclosed cybersecurity While board size shows a marginal variation (from a
information compared to only 56.7% in 2014. The level mean of 11.4 members in 2014 to 11.6 in 2018), the num-
of cyber disclosure also increased in terms of number of ber of women on the board increased over the research
words from 161 words in 2014 to 462 words in 2018, and period from a mean of 2.4 in 2014 to 3.3 in 2018. The
in terms of number of paragraphs, from a mean of two par- critical mass of three women on the board was reached,
agraphs in 2014 to five paragraphs in 2018. Total disclo- on average, in 2017, and the Blau index of heterogene-
sure level as measured by number of pages in the annual ity increased from 0.31 in 2014 to 0.38 in 2018. It thus
report increased from 145 pages in 2014 to 156 in 2018. appears that the introduction of the “comply or explain”
It thus appears that firms respond to stakeholder pressure regime by the OSC (Ben-Amar et al. 2017) paid off, as
and demand for cybersecurity information by expanding boards now frequently appoint new women directors and
their disclosure. have become more heterogeneous.
This continuous and steep rise in cybersecurity disclo- The characteristics of women on boards changed from
sure follows the same trend as gender diversity on boards. 2014 to 2018. The number of women with IT expertise
Regulatory pressure to include women in corporate increased from 11 in 2014 to 22 in 2018, exceeding the

13
C. Radu, N. Smaili

increase in total number of directors with IT expertise. These disclosure and a critical mass of three or more women on
results complement the arguments of Kshetri (2020). We the board. In 2014, the first year of our study, the mean num-
also note underrepresentation of women in cybersecurity ber of women on boards was 2.4. For the same year, 13.3%
leadership, but show positive changes in the percentage of of the sample had one woman on the board, 35% had two
women with IT expertise on boards. Independent women women directors and 43.3% reached the critical mass of
directors and women with IT expertise on boards do not vary three women on the board. In 2014, 8.4% of the sample still
significantly for the period. Women on boards also became had no women directors. The number of women directors
more numerous in audit committees, which are generally increased until 2018, when 6.7% of the companies had one
responsible for cybersecurity strategy. woman director, 23.3% has two women on the board and
Our findings confirm the first hypothesis concerning a 68.3% of the sample had three or more women directors.
positive association between the presence of cybersecurity- In 2018, there were no women on the board at 1.8% of the
related disclosure and gender diversity in corporate gov- companies.
ernance. The second hypothesis on the positive associa- Our results confirm our third hypothesis whereby a criti-
tion between level of cybersecurity disclosure and gender cal mass of three women on the board must be reached to
diversity in governance is also confirmed. These results create a positive relation with cybersecurity disclosure.
are consistent with the predictions of stakeholder theory Interestingly, one woman on the board yields a negative
whereby the presence of women on boards improves strate- relation between cybersecurity-related disclosure and gender
gic decisions by reducing information asymmetry through diversity. According to critical mass theory, women will not
disclosure of cybersecurity information that stakeholders impact cybersecurity disclosure until their numbers increase
will find valuable. Further, based on the assumptions of from a few token directors to a minority (Kanter 1977).
resource dependence theory, we find evidence that women Token representation on the board is symbolic and infers
on boards have a positive impact on disclosure. Consistent that these women will conform to the dominant old boys’
with Van Knippenberg et al. (2004) and Wahid (2019), we club model and decisions. A lone woman on the board is
note that women, by their wide variety of skills and breadth visible and legitimizes the board in its persistence with the
of experience and knowledge, improve board decision mak- same practices and decision making (Torchia et al. 2011).
ing, leading to improved disclosure. Imperial Oil, a company Our findings are consistent with recent evidence on manag-
in our sample, alluded to this breadth of skills in a byline for ers withholding information about serious cyber attacks to
director Miranda Hubbs listing “global experience, strategy avoid a decrease in market value (Amir et al. 2018). With
development, audit committee financial expert, financial the presence of at least two token women, alliances and coa-
expertise, information technology/cybersecurity, execu- litions can be generated, but these arrangements are still
tive compensation” (see “Appendix C”). Women also have difficult to strike (Kanter 1977). We note no association
a positive impact on the firm’s disclosure by being highly between level of cybersecurity disclosure and gender diver-
instrumental in the inclusion of cybersecurity-related infor- sity on a board where there are two token women. However,
mation in the annual report. Our findings are consistent with grouped in a minority of three or more women, women can
previous studies (Bear et al. 2010; Bravo 2017; Francoeur form alliances and break free from token isolation (Torchia
et al. 2008) that report that women on boards have a positive et al. 2011). This result may also indicate a change in group
effect by bringing a fresh perspective to complex issues and dynamics, as described by Forbes and Milliken (1999) and
evaluating shareholders’ needs more effectively. As women Wahid (2019). For instance, the presence of one or two
are more risk averse than men (Loukil and Yousfi 2016; Sila women on the board could increase cognitive conflicts and
et al. 2016), their conservatism triggers greater risk-related lead to lack of cohesion, as reflected in the negative relation-
disclosure such as cybersecurity information. Heterogene- ship between gender diversity and cybersecurity disclosure
ous boards are more efficient than homogeneous boards in or by the absence of an association. However, this number
cybersecurity matters, as reflected by their cyber-related dis- has more inconveniences (e.g. conflicts) than advantages.
closure. Our findings corroborate the theoretical foundations Three or more women on the board may reduce cognitive
of gender diversity in psychology, as put forward by previous conflicts, and this heterogeneity may lead to increased group
studies (Forbes and Milliken 1999; Wahid 2019). Accord- discussion and superior decision making.
ing to this literature, diverse groups behave and act differ- Although we find evidence of a positive association
ently from homogeneous groups. The presence of women between level of cybersecurity disclosure and a critical mass
affects cohesion and cognitive conflicts within the board and of three or more women on the board, prior research yielded
changes its group dynamics (Forbes and Milliken 1999), mixed results regarding this threshold. Some authors find
thereby improving it decision making (Wahid 2019). that the critical mass must consist of two women to have an
Based on critical mass theory, our third hypothesis pre- impact on firm outcomes (Ben-Amar et al. 2017) whereas
dicts a positive association between level of cybersecurity

13
Board Gender Diversity and Corporate Response to Cyber Risk: Evidence from Cybersecurity Related…

others say three (Konrad et al. 2008; Kramer et al. 2006; We acknowledge the limitations of our paper. As our
Torchia et al. 2011). sample consists of the largest companies listed on the TSX,
This research investigated the impact of gender diversity our findings are relevant for companies of that size. Since
in corporate governance on cybersecurity-related disclosure. the governance of small firms differs from that of larger
Based on a sample consisting of the companies listed on firms (Forbes and Milliken 1999), further investigation
the S&P/TSX 60 index over the period 2014–2018, we find could explore the impact of other board characteristics
evidence of a positive association between cybersecurity dis- on cybersecurity disclosure for small- and medium-sized
closure and gender diversity. Women’s engagement in cyber companies. In this study, we focus only on the presence
issues adds different perspectives and leadership styles, of women on the board of directors. Future researchers
changes board tasks, contributes ethical and stakeholder- could examine whether women’s participation in manage-
oriented sensitivity (why do it) and specific and general ment also affects the presence and level of cybersecurity
knowledge (how to do it), and enhances the oversight role disclosure. As suggested by Francoeur et al. (2008), they
(what to do), resulting in positive impacts on cybersecurity- can exert their influence not only by participating on the
related disclosure. Further, a critical mass of three women board but also when they occupy managerial positions. Our
should be reached to observe this positive impact. sample consists strictly of Canadian firms; as suggested
Our findings are of interest to investors, other stakehold- recently by Lewellyn and Muller-Kahle (2020) and Adnan
ers and policymakers. Investors in particular are interested et al. (2018), a variety of geographical and cultural con-
in cyber risk because it is one of the greatest threats to firms. texts could result in interesting analyses and comparisons
Cybersecurity-related disclosure provides valuable informa- for future research. Our study is based on a quantitative
tion for stakeholders, and heterogeneous boards with three approach, but a content analysis of cyber-related disclo-
or more women is a way to extend this disclosure. With their sure could provide a detailed description on the methods
wide variety of experience, knowledge and skills, women firms use to prevent cyber risk. Lastly, future studies could
increase board effectiveness in cybersecurity disclosure as examine interactions within the board of directors by using
long as there is a critical mass of at least three of them on case studies or other qualitative methodology that enables
the board. One token woman is insufficient for triggering researchers to study other aspects of board group dynamics.
greater cybersecurity disclosure; although visible, she has
no impact on “old boys’ club” decisions. Although having Compliance with Ethical Standards
one woman in corporate governance makes the board appear
inclusive and legitimate in terms of cyber-related manage- Conflict of interest The authors declare that they have no conflict of
interest.
ment, this number is negatively associated with cyber dis-
closure, as the board may still allow some negative informa-
tion to be withheld, such as that related to cyberattacks. For
boards with two token women, cybersecurity disclosure is
not associated with gender diversity, as this number must Appendix A: List of the Sample Companies
increase to three before outcomes change. Consequently, to
obtain more cybersecurity disclosure, investors should ask
No. Company
for more heterogeneous boards with three or more women.
By providing empirical evidence of better outcomes for such 1 Agnico Eagle Mines
boards, our findings support policymakers in their attempts 2 Alimentation Couche-Tard
at more diverse composition. Adding women to corporate 3 Bank of Montreal
boards provides protection against cyber attacks and sup- 4 Bank of Nova Scotia
plies shareholders with more information on the responses 5 Barrick Gold
of organizations regarding these attacks. 6 Bausch Health Companies
Our view of cybersecurity is not limited to the firm’s 7 BCE
response to cyber-risks; it also includes ethics-related and 8 BlackBerry
strategic business decisions, combined in a harmonized 9 Bombardier
approach. Future research on this ethical dimension of 10 Brookfield Asset Management
cybersecurity would lend support to our recommendation for 11 Brookfield Infrastructure Partners
such an approach, where compliance and integrity reinforce 12 Cameco Corporation
each other. Several important aspects such as impacts of 13 Canadian Imperial Bank Of Com-
cybersecurity on society, cybersecurity training and educa- merce
tion, cybersecurity literacy and the importance of stakehold- 14 Canadian National Railway
Company
ers’ privacy need further investigation.

13
C. Radu, N. Smaili

No. Company Appendix B


15 Canadian Natural Resources
16 Canadian Pacific Railway
Example of Similar Cybersecurity‑Related
17 Canadian Tire
Statements in Annual Reports Published Between
18 Canopy Growth
2015 and 2018
19 CCL Industries
20 Cenovus Energy
Excerpts from the annual reports of Wheaton Precious
21 CGI
Metals.
22 Constellation Software
23 Dollarama Information Systems and Cyber Security
24 Emera
25 Enbridge Silver Wheaton’s information systems, and those of its coun-
26 Encana terparties under the precious metal purchase agreements,
27 First Quantum Minerals third-party service providers and vendors, are vulnerable to
28 Fortis an increasing threat of continually evolving cybersecurity
29 Franco-Nevada risks. Unauthorized parties may attempt to gain access to
30 George Weston these systems or the Company’s information through fraud
31 Gildan Activewear or other means of deceiving the Company’s counterparties
32 Husky Energy under its precious metal purchase agreements, third-party
33 Imperial Oil service providers or vendors.
34 Inter Pipeline Silver Wheaton’s operations depend, in part, on how
35 Kinross Gold well Silver Wheaton and its suppliers, as well as counter-
36 Loblaw Companies parties under the precious metal purchase agreements, pro-
37 Magna International tect networks, equipment, information technology (“IT”)
38 Manulife Financial systems and software against damage from a number of
39 Metro threats. Silver Wheaton has entered into agreements with
40 National Bank of Canada third parties for hardware, software, telecommunications
41 Nutrien and other services in connection with its operations. The
42 Open Text Company’s operations and Mining Operations also depend
43 Pembina Pipeline on the timely maintenance, upgrade and replacement of
44 Power Corporation of Canada networks, equipment, IT systems and software, as well as
45 Restaurant Brands International pre-emptive expenses to mitigate the risks of failures. Any
46 Rogers Communications of these and other events could result in information system
47 Royal Bank of Canada failures, delays and/or increase in capital expenses. The fail-
48 Saputo ure of information systems or a component of information
49 Shaw Communications systems could, depending on the nature of any such failure,
50 Shopify adversely impact the Corporation’s reputation and results
51 SNC-Lavalin Group of operations.
52 Sun Life Financial Although to date the Company has not experienced any
53 Suncor Energy material losses relating to cyber attacks or other informa-
54 TC Energy tion security breaches, there can be no assurance that Sil-
55 Teck Resources ver Wheaton will not incur such losses in the future. The
56 TELUS Company’s risk and exposure to these matters cannot be
57 Thomson Reuters fully mitigated because of, among other things, the evolv-
58 Toronto-Dominion Bank ing nature of these threats. As a result, cyber security and
59 Waste Connections the continued development and enhancement of controls,
60 Wheaton Precious Metals processes and practices designed to protect systems, com-
puters, software, data and networks from attack, damage or
unauthorized access remain a priority.

13
Board Gender Diversity and Corporate Response to Cyber Risk: Evidence from Cybersecurity Related…

Any future significant compromise or breach of the Com- expertise, Information technology/Cybersecurity, Executive
pany’s data security, whether external or internal, or misuse compensation.
of data, could result in additional significant costs, lost sales, Director qualification and selection process.
fines and lawsuits, and damage to the Company’s reputa- Other expertise.
tion. In addition, as the regulatory environment related to Expertise in information technology and cybersecurity
information security, data collection and use, and privacy (Information technology/Cybersecurity).
becomes increasingly rigorous, with new and constantly
changing requirements applicable to Silver Wheaton’s
business and counterparties to the precious metal purchase
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