An Act to amend the Canada Business Corporations Act (remuneration of directors and officers)

This bill was last introduced in the 40th Parliament, 3rd Session, which ended in March 2011.


Jim Maloway  NDP

Introduced as a private member’s bill. (These don’t often become law.)


Outside the Order of Precedence (a private member's bill that hasn't yet won the draw that determines which private member's bills can be debated), as of March 21, 2011
(This bill did not become law.)


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

This enactment amends the Canada Business Corporations Act to provide that the remuneration of a director or officer of a corporation may not be fixed unless the particulars of the remuneration have first been approved by special resolution of the shareholders of the corporation.


All sorts of information on this bill is available at LEGISinfo, an excellent resource from the Library of Parliament. You can also read the full text of the bill.

Canada Business Corporations ActRoutine Proceedings

March 21st, 2011 / 3:05 p.m.
See context


Jim Maloway NDP Elmwood—Transcona, MB

moved for leave to introduce Bill C-640, An Act to amend the Canada Business Corporations Act (remuneration of directors and officers).

Mr. Speaker, I am introducing an amendment to the Canada Business Corporations Act regarding the remuneration of directors and officers. It is called the Canadian shareholders act.

The shareholders act would make corporations more accountable to the shareholders of corporations by giving them a direct say in the salaries, stock options and other compensation to the top executives and officers of their companies. This amendment would provide for a special resolution as defined by the Canada Business Corporations Act, which requires a two-thirds vote of the shareholders for passing approval of top executive pay, which applies to the approximately 196,000 federally-regulated Canadian corporations.

We have seen an outrageous increase in top CEO pay since the 1990s, as well as over 400% increases of $10 million, $20 million, even over $40 million a year in a single decade. For years, investment funds and shareholder associations throughout Canada have been asking for greater accountability in executive remuneration for the sake of greater responsibility toward its shareholders' investments.

It is time that the government stands up for ordinary Canadian shareholders who depend upon their investments for their modest pensions, while top executive pay skyrockets shamelessly into the stratosphere of tens of millions of dollars. It is time for corporate responsibility to shareholders who own the companies and it is time for the Canadian shareholders act.

(Motions deemed adopted, bill read the first time and printed)