Boards of Directors Modernization Act

An Act to modernize the composition of the boards of directors of certain corporations, financial institutions and parent Crown corporations, and in particular to ensure the balanced representation of women and men on those boards

This bill was last introduced in the 41st Parliament, 1st Session, which ended in September 2013.

Status

In committee (Senate), as of Dec. 16, 2011
(This bill did not become law.)

Summary

This is from the published bill. The Library of Parliament often publishes better independent summaries.

This enactment requires the following corporations to ensure that the proportion of directors of each sex on their board of directors is not less than 40 per cent and that shareholders may vote against a candidate for a director’s position:

(a) a distributing corporation within the meaning of the Canada Business Corporations Act, any of the issued securities of which remain outstanding and are held by more than one person;

(b) a bank that is listed in Schedule I to the Bank Act;

(c) a cooperative credit association regulated by the Cooperative Credit Associations Act;

(d) a distributing company regulated by the Insurance Companies Act;

(e) a distributing company regulated by the Trust and Loan Companies Act; and

(f) any other federally regulated, publicly traded corporation.

The parent Crown corporations listed in Schedule III to the Financial Administration Act are subject to the same obligations as incorporated companies, except with regard to the right to vote against a candidate for a director’s position.

The enactment provides that the obligation relating to the balanced representation of each sex takes effect incrementally, at the end of three-year and six-year periods. If the new obligation entails changes to a company’s by-laws or incorporating instrument, then the three-year deadline may be extended by one year.

In order to enforce compliance with these obligations, the enactment invalidates elections held or appointments made in violation of its provisions and makes compliance a condition for the issuance of a certificate or letters patent or for the exercise of the powers necessary for the implementation of certain processes or certain proposals or amendments.

Elsewhere

All sorts of information on this bill is available at LEGISinfo, provided by the Library of Parliament. You can also read the full text of the bill.