An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act

This bill was last introduced in the 42nd Parliament, 1st Session, which ended in September 2019.


Navdeep Bains  Liberal


This bill has received Royal Assent and is now law.


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

Part 1 amends the Canada Business Corporations Act, the Canada Cooperatives Act and the Canada Not-for-profit Corporations Act to, among other things,

(a) reform some aspects of the process for electing directors of certain corporations and cooperatives;

(b) modernize communications between corporations or cooperatives and their shareholders or members;

(c) clarify that corporations and cooperatives are prohibited from issuing share certificates and warrants, in bearer form; and

(d) require certain corporations to place before the shareholders, at every annual meeting, information respecting diversity among directors and the members of senior management.

Part 2 amends the Competition Act to expand the concept of affiliation to a broader range of business organizations.


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.


June 21, 2017 Passed Concurrence at report stage of Bill C-25, An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act
June 21, 2017 Failed Bill C-25, An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act (report stage amendment)

Budget Implementation Act, 2018, No. 1Government Orders

April 19th, 2018 / noon
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Lloyd Longfield Liberal Guelph, ON

Madam Speaker, I am pleased to stand in support of the proposed budget, Bill C-74, the budget implementation act, 2018, No. 1, which really has the four areas that we have been looking at as a government, taking input from across Canada and working with all parliamentarians. Those include growth, progress, advancement, and reconciliation. It is a wide-ranging budget that covers all aspects of Canadian society and business, as well as our environmental needs.

This is the first legislation our government is tabling to implement budget 2018. Budget 2018 continues to prioritize the needs of all Canadians.

Over the last two years, Canada's economic growth has been fuelled by a stronger middle class. Canadians' hard work, combined with historic investments in people and communities, has helped to create good jobs, almost 600,000 of those jobs created since November 2015. This budget means more help for those who need it, those who then go on to reinvest in their families and businesses in the communities in which they live.

Canada has renewed its relationship with neglected researchers, scientists, and universities and colleges, with the largest commitment to fundamental research in Canadian history. We have also reignited the reconciliation process after the scrapping of the Kelowna accord in 2006, and have removed 57 boil water advisories. This is an example of what we are doing, working with our indigenous partners.

Over the last two years, the environment has been at the heart of our policy and is inseparable from our economic success. By protecting our coasts, we protect our fisheries. By protecting whales, we protect one of our great natural inhabitants that share the country with us. Our tax credits for clean energy are helping to generate clean tech jobs, the jobs of the future.

Women represent half of Canada's population, and their full and equal participation in Canada's economy is essential for our future. Removing the systemic barriers to women's full economic participation will support economic growth, strengthen the middle class, and build a fairer society that gives everyone a real and fair chance at success. The McKinsey Global Institute estimates that by taking steps to advance greater equality for women, such as reducing the gender wage gap by employing more women in technology and boosting women's participation in the workforce, Canada could add $150 billion to its economy by 2026.

Equality in pay cannot be achieved without transparency. In the spirit of transparency, our government will provide Canadians with more information on pay practices of employers in federally regulated sectors. The government will commit $3 million over the next five years, starting in 2018-19, to implement this pay transparency policy.

As a member of the Standing Committee on Industry, Science and Technology committee, I was proud to play a role in reviewing Bill C-25, which is an act to emphasize diversity on corporate boards, getting women around boardroom tables to make decisions on behalf of business in Canada.

Canada's economic success rests not only on the hard work of Canadians, but also on strong trade relationships we have in an increasingly globalized world. Canada is, and always has been, a trading nation. Canadians recognize that done properly, trade can be a positive force for change. The ratification of CETA, which began under the previous government, and also the resurrection of the TPP, which is now the CPTPP, reflect the determination of our government as we open markets for Canadian goods.

Our government is also focused on rural Canada. Agriculture is at the heart of our rural economies. To support Canadian farmers, we have introduced the Canadian agricultural partnership. I was pleased to sit on the agriculture committee as we reviewed and made recommendation toward this new policy. This program will provide hundreds of millions of dollars to protect farmers and bring new innovative technologies to Canadian farms, while at the same time increasing innovation and public trust.

To make use of new agricultural technologies, farmers need reliable Internet access. The government is investing $500 million to extend high-speed Internet services to rural and remote communities across the country.

Budget 2018 also proposes additional funding of $100 billion over five years for the strategic innovation fund to support low earth orbit satellites and to develop the next generation of rural broadband. These satellites will be going on a north-south route versus an east-west route, which will help our northern communities and our fly-in communities in northern Canada.

Federal government scientists enrich Canada's research environment, contributing to research focused on the public interest as well as the kind of discovery science that breeds innovation. To accomplish this goal, budget 2018 announces a reimagined National Research Council and proposes to provide $540 million over five years. Coupled with the largest investment in fundamental research in Canadian history of $3 billion, Canadian scientists now have the tools they need to compete with and to attract scientists around the world.

This budget also advances Canada on the path to reconciliation with indigenous, Métis, and Inuit peoples. Together, we are working hard to improve the quality of life for first nations, Inuit, and Métis peoples, as well as forging a new relationship based on recognition of rights, respect, cooperation, and partnership.

In addition to the $11.8 billion invested in budgets 2016 and 2017, the government proposes to invest an additional $5 billion over five years. This investment will go to ensuring indigenous children and families have an equal chance to succeed in life, to build the capacity of indigenous governments, and to accelerate self-determination, as was announced by the Prime Minister on February 14.

To date, as I mentioned, we have removed 57 boil water advisories from reserves across Canada. I am pleased to serve as a champion to the Minister of Indigenous Services, working on water on first nations.

The government also understands that reconciliation entails a new relationship between the government and Canada's indigenous peoples. That is why budget 2018 proposes to invest $8.5 million over two years to work with first nations to understand how to make the programs more responsive to the needs of individuals and families on reserves.

Budget 2018 also continues the important work initiated in 2016 to build a greener and more sustainable Canada. To support the implementation of this historic national plan, the government has allocated $5.7 billion over 12 years, including $2 billion for the low-carbon economy fund to combat climate change and to advance clean technologies in Canada.

In November 2016, the government also launched a $1.5 billion national oceans protection plan to improve marine safety and responsible shipping, to protect Canada's marine environment, as well as to offer new possibilities for indigenous and coastal communities. This is being discussed in the House a lot lately as we talk about pipelines on the west coast.

One example of how these investments can make a real difference in our communities is the energy neutral waste water treatment project at the city of Guelph. Utilizing a whole-of-government approach, both the federal and provincial governments came together with industry and invested $1.5 million in an initiative to make our waste water plant energy neutral. We are also using research from the University of Guelph.

Our partnerships between the research community, the business community, and our governments at all levels really are advancing the clean technology agenda for Canada. Projects like this demonstrate how this type of collaboration and targeted investments build results for Canadians, results we can share across Canada, and around the world.

I encourage all members of the House to support budget 2018, our equality and growth budget.

Canada Business Corporations ActGovernment Orders

April 19th, 2018 / 3:10 p.m.
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LaSalle—Émard—Verdun Québec


David Lametti LiberalParliamentary Secretary to the Minister of Innovation

Mr. Speaker, I am pleased that this chamber has the opportunity to consider Bill C-25, an act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act one final time. At this point, I think we are all aware that Bill C-25 would make a number of targeted amendments to our economic framework laws in an effort to bring them up to date for our modern economy.

The bill would modernize the director elections for publicly traded CBCA corporations, requiring individual annual elections and introducing a new majority voting mechanism for uncontested elections. It would also allow these companies to take better advantage of modern technology through the notice and access system.

The part of the bill that has received the most exposure is, of course, on the measures to promote diversity on corporate boards through new informational requirements and a comply-or-explain model for having a diversity policy put in place. The bill, moreover, would require bearer share options and warrants to be in registered form, as the shares themselves must already be, as an effort to promote transparency. It would also update the Competition Act to account for a greater variety of business structures.

The measures in Bill C-25 would allow us to embrace best practices, add clarity to the law, and minimize the regulatory burden.

This bill was sent to us by the other place after careful consideration in committee and debate in the Senate chamber. The other place made a certain number of amendments that clearly improve this bill. A small but important amendment was made in clause 13, specifically to subsections 106(6) and 106(6.1), to prevent a board of directors from being paralyzed after a vote to which the majority voting rule applies fails.

The majority voting requirement introduced by the bill would set out the rules that would apply in an uncontested election. That is, where candidates ran unopposed, they would have to receive a majority of votes cast “for” over all votes cast in order to be elected. Directors who failed to be re-elected because of the operation of this provision would cease acting as directors immediately after the election.

After hearing from stakeholders, it became clear that the strict application of the majority voting rule could lead to unintended consequences. The decision-making structure of a publicly traded corporation could be disrupted, as some or even all the directors could fail to be re-elected. While ensuring shareholders' wishes is a key principle of good corporate governance, this principle should not lead to a corporation being without a decision-making body. This would not only be contrary to good corporate governance but could endanger, albeit for a short period of time, the ability of a corporation to make important decisions affecting market and product strategies and the bottom line.

Our colleagues in the other place have carefully assessed this situation and the potential risks associated with it. Based on suggestions from stakeholders and corporate governance experts, they have adopted a simple but effective solution. It would guarantee corporate boards affected by a director's defeat through majority voting a respite of up to 90 days. The amendment is intended to mitigate the risk that the sudden loss of directors would result in unexpected disruptions in corporate decision-making. It would provide a specific grace period of up to 90 days in which directors could continue acting until replaced. The amendment would be largely consistent with provincial securities law and Canadian corporate practices, and it results from a consensus among stakeholders who have an interest in corporate governance.

Shareholders are entitled to vote out directors who are no longer proposing a vision or direction that is expected from them or who have not delivered according to shareholders' expectations. Bill C-25 would reinforce shareholder democracy through majority voting. This is a positive development. However, within the context of this policy objective, it must also be acknowledged that the immediate effect of voting out directors can pose challenges. For these reasons, this amendment, adopted by the other place, should be carried.

I would note that a similar amendment has been reflected in the provisions on elections to boards of co-operatives. For the same reasons I just explained, that amendment is also an improvement to the bill.

Clause 24 of the bill has also been amended by our hon. colleagues. That is section 171.1 of the CBCA. This amendment addresses a slight oversight and would enable the use of electronic communications in a broader range of circumstances.

Everyone agrees that that, in today's world, we should give people every incentive to communicate electronically. The bill makes it easier to use electronic communications with shareholders through something called notice and access. This allows shareholders to access corporate documents electronically through a link provided to them instead of having to request paper copies from the corporation. Many companies provide this service and those who invest directly in Canadian corporations are already aware of the benefits of using this service.

The use of “notice and access” is common, particularly in relation to publicly traded corporations, such as those traded on the Toronto and Montreal stock exchanges. There is no reason not to extend the availability of the notice and access system to every corporate document that is required to be shared with shareholders, with the exception, perhaps, of notices of shareholder meetings, in some circumstances.

Proposed subsection 172.1(1) would require directors of a publicly traded corporation to place before the shareholders, at every annual meeting, a policy on diversity among the directors and members of senior management. This provision, which has drawn large public attention, is a key feature of the bill.

The amendment proposed by the other place would allow corporations to choose the time at which they wished to send the diversity policy, either at the time of sending the notice of meeting or when sending the proxy circular. In the absence of the amendment, the policy would be required to be sent in paper form, in many situations, if sent with the notice of annual meeting. This amendment would be useful and consistent with the trend that has been observed in relation to rules established by Canadian securities commissions.

I have outlined some of the ways Bill C-25 would support our modern economy and the various improvements it has undergone in the other place. I thank the other place for its work in making those amendments.

The amendments made by Bill C-25 would be quite targeted, as they arose from issues with the clearest consensus during consultations. However, modest change should not be mistaken as being unimportant. This bill would help advance the laudable goals of ensuring transparency, clarity, and fairness, empowering shareholders while presenting the opportunity to address important issues such as diversity.

The process has been long, but I look forward to royal assent.

Canada Business Corporations ActGovernment Orders

April 19th, 2018 / 3:20 p.m.
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Pierre-Luc Dusseault NDP Sherbrooke, QC

Mr. Speaker, I thank my colleague for his comments and his speech. I also thank the members in the other chamber for contributing to this debate.

My question is about how the bill has been roundly criticized for being weak. There are some very important issues surrounding corporate transparency in Canada. The Standing Committee on Finance is discussing money laundering and proceeds of crime, an issue that is often raised. Another such issue concerns beneficial ownership, or knowing who, exactly, owns a business. Unfortunately, this bill is yet another missed opportunity to address the lack of transparency in Canada's provincial and federal business registries.

Can my colleague explain why they decided to consider these transparency proposals but not to not include them in Bill C-25? If they intend to do so, when?

Canada Business Corporations ActGovernment Orders

April 19th, 2018 / 3:20 p.m.
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Maxime Bernier Conservative Beauce, QC

Mr. Speaker, my colleague has spoken at great length on the amendments that the Senate made to Bill C-25. I would therefore like to talk a bit more about the general content of the bill.

It is important to state why the official opposition voted for the bill or why it has the unanimous support of the House. It is because it is intended to modernize the acts governing Canadian corporations, namely the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act.

The bill seeks to reform some aspects of these acts to make the process for electing directors of certain corporations more modern and efficient. It also seeks to modernize communications between corporations and their shareholders and clarify that corporations and co-operatives are prohibited from issuing share certificates and warrants in bearer form. However, the most important part for those tuning in is that the bill will affect over 270,000 federally regulated companies, many of them small and medium-sized businesses across Canada. They will be positively affected by these changes.

As my colleague said, the amendments made to these acts stem from a study conducted by a House of Commons committee in 2010 and extensive consultations held by Industry Canada in 2014. Consequently, it was high time that the House modernized this bill.

Furthermore, financial regulators have already adapted to these amendments, and some have adopted regulations in order to comply with the future legislation.

I would like to remind my colleagues that we in the House are responsible for modernizing the legal environment that corporations operate in. That is a good thing. It is a noble and meaningful goal. However, we also need to think about the economic environment that these small and medium-sized businesses operate in. There are more than 200,000 SMEs across Canada.

That concerns me a bit more. The current economic environment is not conducive to investments. Let us be honest. The investments made by these small and medium-sized enterprises, as well as the larger companies, are what create wealth and drive the economy. More investment means more jobs. Today, because of the Liberal government's policies, investments are on the decline.

My colleague, the finance critic, said during question period that capital is leaving Canada. It is a disaster. Where is it going? It is going across the border to the United States where President Trump lowered the corporate interest rate from 35% to 21%. The U.S. is attracting capital because the Government of Canada is raising taxes and adding more regulations, which is another way of telling foreign investors not to invest in our energy economy.

The fact is that government red tape and slow moving processes have caused investments in Canada's energy industry to drop by more than $84 billion over the past two years. Indeed, $84 billion in investments in the Canadian energy sector were simply cancelled. Imagine the impact that has on job creation in the country.

That is not all. As everyone knows, Canada has been open to foreign investment ever since Brian Mulroney's first government in 1984. The Liberal government of the day had set up an agency to select foreign investors. When Mr. Mulroney's government took over in 1984, one of the first things it did was get rid of that agency and welcome foreign investment because it knew that investment creates wealth. Since then, Canada has made much progress thanks to foreign and domestic investment.

Now, however, foreign investors are stampeding for the exit. They are leaving Canada. Direct foreign investment in Canada plunged from 42% in 2016 to 27% in 2017 under a Liberal government. Why? Because the economic environment is not conducive to investment and wealth creation. Today we are glad the legal environment is good because Bill C-25 will modernize the Canada Cooperatives Act and the Canada Business Corporations Act. We agree with that.

However, we need to change the economic environment. We need to attract foreign investment. To do that, as the official opposition has been saying for months, we need less regulation and lower taxes. Crucially, the government has to stop taxing Canadians and funnelling the proceeds to big corporations in the form of subsidies and non-repayable loans.

I would add that businesses have lost confidence in Canada. Canadian business investment has declined by 5%, or $12.7 billion, since 2015. What happened in 2015? Oh right, the Liberal government took office and proceeded to scare off foreign investment. Our business people are now reluctant to invest because of this government. This spells disaster for our country's economic future.

We will understand the impact of this drop in investments in the months and years ahead. Fewer investments mean fewer jobs. That is the sad part of all this.

I fully agree with the government on the need to modernize the legislative framework surrounding business corporations. That is a good thing and we support it. However, we do take issue with the economic environment the Liberal government has created for our country. It will spell disaster for future generations.

That being said, I have to say that we fully support all the amendments to this bill brought forward by our colleagues in the Senate. I hope the House passes this bill as soon as possible. I also hope the Minister of Finance understands the situation in which Canadian entrepreneurs are being forced to operate and can assure them of a brighter future.

Canada Business Corporations ActGovernment Orders

April 19th, 2018 / 3:30 p.m.
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Pierre-Luc Dusseault NDP Sherbrooke, QC

Mr. Speaker, I am pleased to also rise in the House to briefly speak to Bill C-25 and the Senate amendments that were returned and on which we are called upon to comment. My colleagues have already done so, and I will not repeat what has been said.

I would like to start by mentioning that the bill has several flaws. Above all, it does not go far enough on certain issues. We are currently discussing similar issues at the Standing Committee on Finance as some of my colleagues know. We have even heard from witnesses on the transparency of Canadian businesses and corporate registries, which make it possible to identify the owners. One of the shortcomings pointed out by several reputable international organizations is Canada's lack of transparency with respect to corporate registries and corporate regulations. This was pointed out many times. We are ranked near the bottom on corporate transparency.

There is a new term in Canada known as snow washing. Some wealthy individuals use Canada to hide the real identities of their businesses' owners. Canada's corporate laws are not often revised. In fact, the last time they were was 40 years ago. Bill C-25 was the perfect opportunity to address these international recriminations about the lack of transparency around our businesses, but unfortunately the government chose not to do so. This is one of the reasons why we proposed amendments to try to rectify the situation. Our attempts were in vain, and I disagree with the government's position on this.

This bill was also an opportunity to fix a problem that comes up all the time at the Standing Committee on Finance. I could even talk about my colleague from Hull—Aylmer, who questioned a tax expert, André Lareau. This expert testified in committee as part of our review of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act, which touches on what we are debating today. Prof. Lareau told the committee that Bill C-25 was a step in the right direction because it would prohibit bearer shares, which make it pretty easy to conceal shareholders' real identities. Unfortunately, Prof. Lareau said that this would not stop the existing shares from being converted into registered instruments.

My colleague even confirmed the existence of this loophole, saying that we had to look at all of the shares that are out there, not just those that will be issued after the bill receives royal assent. Unfortunately, to date, we have rarely had the opportunity to review our laws on corporations, co-operatives, and non-profit organizations. Nevertheless, we hope that the government made note of that loophole and will consider doing something about it in the near future.

In short, corporate transparency around the identity of beneficial owners remains an important issue that has not been sufficiently addressed in this bill. The government should examine that issue soon since Canada will continue to draw criticism regarding corporate transparency.

The government has already taken some action in that regard. It reached an agreement with the provincial ministers under which every company must enter the name of its beneficial owner in the provincial registries. That is a step forward and even though there are dissenting voices that say that this is not the way to go, there is still an apparent willingness to have a registry of beneficial owners, which our party believes is extremely important. I hope that the government intends to consider this issue soon in order to resolve the major problem of corporate transparency.

I hope that I have done the member for Windsor West proud. He has done remarkable work on this file. I hope that the rest of the debate on the transparency of corporations, co-operatives, non-profit organizations, and their boards of directors will be productive.

Business of the HouseRoutine Proceedings

June 21st, 2017 / 4:10 p.m.
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Waterloo Ontario


Bardish Chagger LiberalLeader of the Government in the House of Commons and Minister of Small Business and Tourism

Mr. Speaker, I am seeking unanimous consent for the following motion. I move:

That, notwithstanding any Standing Order or usual practice of the House:

(a) if Bill C-23, An Act respecting the preclearance of persons and goods in Canada and the United States, is concurred in at report stage later this day, when debate on the said Bill collapses at third reading, all questions necessary for the disposal of the Bill at that stage be put forthwith and successively without further debate or amendment, provided that, if a recorded division is requested, the bells to call in the members shall ring for not more than 30 minutes;

(b) Bill S-3, An Act to amend the Indian Act (elimination of sex-based inequities in registration), be deemed read a third time and passed on division;

(c) Bill C-25, An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act, be deemed read a third time and passed on division;

(d) a message be sent to the Senate to acquaint Their Honours that the House disagrees with the amendments made by the Senate to Bill C-44, An Act to implement certain provisions of the budget tabled in Parliament on March 22, 2017, and other measures, because these amendments infringe upon the rights and privileges of the House;

(e) when the House adjourns today, it shall stand adjourned until Monday, September 18, 2017, provided that, for the purposes of any Standing Order, it shall be deemed to have been adjourned pursuant to Standing Order 28 and be deemed to have sat on Thursday, June 22, and Friday, June 23, 2017; and

(f) when, at any time the House stands adjourned until and including Friday, June 23, 2017, a standing committee has ready a report, that report shall be deemed to have been duly presented to the House upon being deposited with the Clerk.

Canada Business Corporations ActGovernment Orders

June 20th, 2017 / 6:50 p.m.
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Winnipeg North Manitoba


Kevin Lamoureux LiberalParliamentary Secretary to the Leader of the Government in the House of Commons

Mr. Speaker, I enjoyed listening to the debate on the previous bill. It was encouraging to hear many comments recognizing the importance of June 21, which is National Aboriginal Day. This day has been celebrated for many years. It is a celebration of Canada's indigenous culture, a very unique heritage. I look forward to celebrating tomorrow. The debate we had is a step forward. National Aboriginal Day needs to be recognized.

Let me get to Bill C-25, an act that would amend the Canada Business Corporations Act. It is important we move forward with the bill. I would encourage all members of the House to support it.

When we think of the corporations, over one-quarter of a million corporations in every region of our country fall under the Canada Business Corporations Act, or the CBCA,. Under that is a general framework for operations that in essence provides guidance.

Canada carries a tremendous amount of influence well beyond our borders. When we talk about that framework for businesses or corporations in general, whether they be non-profit, for profit, cooperatives, or whatever they might be, it is important we have an opportunity to not only demonstrate strong leadership in Canada but outside of Canada as well.

One of the things we really should spend time talking about, with respect to Bill C-25, is the opportunity for diversity, which is one of the biggest selling points for me. The bill recognizes the importance of annual general meetings, among other things, involving corporations. For me, the highlight is that we are demonstrating the benefits of Canada's diversity. When we talk about diversity, we talk not only about minorities but also of gender.

Over the last number of decades, virtually since the creation of legislation to provide guidance, to provide that general framework, it really has not been overly successful in ensuring diversity within those thousands of corporate boards. The legislation before us would send a strong message.

I believe that message will be well-received by all those who are responsible corporate citizens, directors on boards, and who understand the true value of diversity. We recognize that excluding individuals hurts us all. Opening doors and at the very least being aware of diversity will enhance the quality of life of all Canadians.

When I reflect on what we have accomplished over the last number of months, one of the things I am proud of is the fact that we have a Prime Minister who has demonstrated from day one how important it is to recognize diversity. All one needs to do is to take a look at the individuals who sit around the cabinet table. I would challenge anyone to mention any previous government that has seen such great diversity in cabinet, which is gender balanced.

The Prime Minister has been fairly well recognized as a feminist Prime Minister, not only by individuals from every region of the country but other countries abroad. When I had the opportunity to share some thoughts on the bill, the aspect that really came to mind was diversity.

In the future, the backbone of our economy will be our small businesses? The best way to advance Canada's middle class is to ensure there is a better sense of productivity, of diversity, that we all move forward together. If we are successful in doing that, we will have a healthier middle class and those aspiring to be part of it.

Today, we find more male-dominated boards, even in ethnicity and the lack of diversification. Many corporations, and do not want to use one brush with which to paint all corporations, have recognized the value of diversity and have taken it upon themselves to act on that. Those more progressive corporations that have recognize the value of this will reap the benefits in the future.

Let us bring it to this legislation. This issue of diversity is now being promoted in a very tangible way, and it has been done in several ways. That is why I wanted to share with members very important aspect of the legislation.

I want to highlight some of the summaries. It is important to recognize that we are reforming some aspects of the process for electing directors of certain corporations and cooperatives. That is one of the greatest appeals of diversity. We are looking at modernizing communications between corporations and/or cooperatives and their shareholders or their members. It is important to recognize that we are clarifying that corporations and cooperatives are prohibited from issuing share certificates and warrants in bearer form. It is also important to recognize that we are requiring certain corporations to place before their shareholders, at every annual meeting, information about the diversity among directors and members of senior management.

These are all very important aspects, changes that affect more than just the Canada marketplace framework or assist in that framework. They go beyond the Canada Business Corporations Act.

It is important to recognize that these amendments will help increase shareholder democracy and participation. They will also increase women's participation on corporate boards and in senior management in recognition of these changes, also allowing Canada's framework laws to better reflect modern ways of doing business.

We have a wonderful opportunity to demonstrate leadership on this file, a file that touches literally well over a quarter million corporation in every region of our country. I would encourage members opposite to get behind Bill C-25. Jointly we can send a very powerful message. That message has been sent in the past, but it will be reinforced by supporting this legislation. I encourage members to vote yes.

Canada Business Corporations ActGovernment Orders

June 20th, 2017 / 7:05 p.m.
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Dave MacKenzie Conservative Oxford, ON

Mr. Speaker, I am pleased to speak at report stage of Bill C-25, an act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act.

I will tell members that we will be supporting the bill. It is a bill that essentially came from the Conservative Party in the last Parliament.

Bill C-25 would aim to make changes to the corporate governance regime for reporting issuers incorporated under the Canada Business Corporations Act. The CBCA is the incorporating statute for nearly 270,000 corporations. Although most of these are small or medium-sized and privately held, a large number of Canada's reporting issuers are also governed by the CBCA.

The proposed amendments in Bill C-25 cover several key corporate governance matters: majority voting, individual voting, annual elections, notice and access, diversity-related disclosures, and shareholder proposal filing deadlines. If enacted, these changes will affect about 600 of the approximate 1,500 companies on the TSX.

Bill C-25 is also the minister's second piece of legislation that has come straight from our previous Conservative government's 2015 budget. For those in the House not aware, I will read an excerpt from page 140 of our previous Conservative government's economic action plan 2015:

The Government will propose amendments to the CBCA to promote gender diversity among public companies, using the widely recognized “comply or explain” model...Amendments will also be proposed to modernize director election processes and communications...strengthen corporate transparency through an explicit ban on bearer instruments...amendments to related statutes governing cooperatives and not-for-profit corporations will also be introduced.

When it comes to modernizing corporate governance and reducing red tape, the previous Conservative government made massive strides. We believe in fostering an environment in which businesses could grow and contribute to Canada's long-term prosperity. I am pleased to see that the Liberals have moved forward with the comply or explain model. It has been proven that more diverse boards lead to better overall decision-making, better boards, better organization, and better economics.

However, with all the hard work our previous Conservative government did on the bill, which is still being continued by the Liberals, the Liberals want to use our past legislation and call it their own. I suppose this does free up some time, which the Prime Minister has made clear is a priority for him. Hopefully, this will allow the Liberal Party to focus on what it feels is more important to Canadians, photo ops and selfies.

Back in 2015, the Conservative Party knew that this bill needed a couple of amendments. The motion put forward by the NDP and the proposed amendments to Bill C-25 are similar to the amendments we proposed in committee, and we the Conservative Party are in support of that motion.

In 2010, a House of Commons committee led a statutory review of Canada's federal corporate governance framework, which led to further consultation in 2014 by Industry Canada. After hearing from witnesses, the Conservative Party put forward two amendments to make the bill stronger, and like the motion put forward by the NDP, these amendments included defining the term diversity, and requested a review to take place on the diversity section after three years. Even back in 2015, these amendments were voted down by the Liberal Party. We, the official opposition, will stand with the NDP and many witnesses to the committee on the importance to define diversity in the bill.

The NDP amendment defines diversity as:

information respecting gender representation and diversity—including in regard to colour, race, religion, national or ethnic origin, age, sex, sexual orientation, gender identity or expression, or mental or physical disability— among the directors and among members of senior management as defined by regulation as well as any prescribed information respecting diversity.

For a party that claims to fight for diversity, the Liberals are not even willing to tell Canadians what they mean by the word diversity. Does this sound familiar to anyone else? Well, it should.

The second amendment, suggested by almost all witnesses, was to ensure that a review of the diversity policy would happen. The timelines varied from one to five years. As a result, the opposition agrees that a three-year review would be best. We chose this time frame, because it would allow for results to come in, and if changes were necessary, they could be made promptly. Furthermore, we took into consideration the federal election, which could cut into the review if a two-year timeline was suggested. A three-year review would occur after any upcoming election.

We recognize that businesses play a vital role in creating jobs and generating economic growth, and that strong business strategies are central to a company's success in creating and sustaining a competitive edge. Changes proposed to the Competition Act would do just that. They would reduce business uncertainty and create a competitive marketplace, and prevent anti-competitive practices. The amendments would also reduce the administrative burden on businesses.

Modernizing the acts addressed in Bill C-25 is a welcome improvement to the federal corporate statute, and a reflection of the need to enhance the corporate governance practices in companies. With these amendments, suggested by the NDP, Bill C-25 will be Canada's next step in modernizing corporate governance.

The official opposition will stand with the NDP and the committee witnesses to have these amendments made to Bill C-25.

Reference to Standing Committee on Procedure and House AffairsPrivilegeRoutine Proceedings

April 6th, 2017 / 12:30 p.m.
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Dan Albas Conservative Central Okanagan—Similkameen—Nicola, BC

Mr. Speaker, it certainly is an honour and a privilege to stand to join the debate today. It is not exactly what I think most of us originally anticipated. Actually, I believed we would be talking about Bill C-25, a bill to modernize certain aspects of Canadian corporations, co-operatives, and the like. All the same, I am very proud to stand on behalf of the citizens of Central Okanagan—Similkameen—Nicola.

I have had some experience making a case to the Speaker of this chamber, asking for those views to be considered and receiving a response. Certainly, in the case of an Order Paper question, which I did not believe was answered factually or truthfully, I raised that directly with a Speaker. The Speaker came back and said that he had done a full examination of the issue. I felt it was a fair process. I felt heard, was happy to have had the opportunity, and was ready to move a motion. This was much the same as we saw this morning with the member for Milton, followed by an amendment from the member for Beauce, about their concerns with respect to the incident that happened on March 22.

Before I really get into my comments on this issue, I would like to address some of the concerns that were raised earlier, particularly by the member for Hull—Aylmer. He is perfectly capable of making those statements, as is the member for Elmwood—Transcona. It is important in a democracy that people can make their views known, and to have their constituents, as well as us, hear those words and be influenced by them.

However, before I begin to make any comments with respect to the motion or the amendment today, my comments do not undercut anyone involved. As a member of Parliament, sometimes we have to ask questions that may make others feel uncomfortable. Sometimes, as members of Parliament, we have to ask questions that may seem a little out of the box and may get a response from other people who are not necessarily happy with them.

I have complete faith in our security systems and the people who operate them. They are working within a system that is meant to protect us, not just our security but obviously to ensure Parliament can have those critical debates. However, like any system, sometimes hiccups happen. Sometimes it is a lack of training. Sometimes it is just a flood of events.

Speaking of a flood of events, I remember when the former member of Parliament from Atlantic Canada, Mr. Peter Stoffer, who is a fine and very genial individual, raised a concern in this place. We had a visiting dignitary, and he felt the security was disproportionate to the need and he was stopped. I believe he stood right behind where I sit today. He was given the chance to raise the concern. Regardless of whether the privilege was found to be in order and a prima facie case was found by the Speaker, by him standing up and raising it, it not only caused a discussion within this place but also a discussion among the officials who ran the systems to ensure members of Parliament were not impeded in the active consideration of and discharge of their duties.

That member made those concerns known, and I will give my personal opinion with respect to it. I was thinking that when we had a visiting dignitary, such as a president from another country, we expected there to be issues. Therefore, people should basically decide to make changes to their schedule to ensure things would go well. Personally, that is what I do. However, having now sat on the opposition side, I saw cases in the House where, and not yourself as the Chair, Mr. Speaker, the bearer of the title of Speaker in all things spoke to us and found prima facie cases of where members of Parliament were manhandled.

Since then, I have brought forward my own question of privilege. Therefore, my awareness of these things has increased. While a Speaker may not agree with Mr. Stoffer when he sat here as a member, or a Speaker did not agree with me, it made me feel my voice was heard and that we had a chance to deliberate and to think on our duties, and that is an important part of this conversation.

Again, I walk into this place with a great deal of respect. I also wear my ID wherever I go. The simple reason is that I want to make the job for those people who handle our security as efficient as possible. Despite all that, when we have members of Parliament who are unable to come to do the one thing that no one else can do, which is to stand in our places and vote yea or nay, or to abstain, then the voices of the people back home do not count.

Therefore, regardless of party, I would hope the members of the government and all members would agree we should stop, pause, and take note of it. Some members may take note of a particular motorcade was given as an explanation to the member for Beauce. Some may focus on a media bus. Some may focus on the fact that the prima facie case brought by the Speaker is enough for this place. We heard the Parliamentary Secretary to the Minister of Finance say that more could be said. I am here to join that and to ensure we get as many views as possible and that when, as I really hope, this goes to PROC, my peers from parties on both sides of the House will be able to make representations, to hear witnesses.

Again, as a previous Speaker declared, and I am quoting from page 4 of the ruling, “The denial of access to Members of the House—even if temporary—is unacceptable and constitutes a contempt of the House”. A contempt of the House is a very serious thing. That is why we have committees, to bring people in to have an honest accounting from the different agencies. I asked questions specifically, saying that on page 2 the Speaker specifically laid out, “In fact, I have received two reports of the incident...Based on those reports”.

Again, we have a ruling that had an overall look at it, got some initial reports in, and said that there was a prima facie case. That is not being disrespectful of the Speaker. I would suggest it is asking if there could be more than just in a four-page summary. Absolutely I believe there could be, and that is why PROC can be there. It is not up to the Speaker to get into the intricate details. It is up to his or her peers and members of Parliament at the procedural and House affairs committee to examine these. It is the Speaker's job to say that there is a prima facie case. That is how our rules work, and they work very well.

The process we have set up is a good one. As many members have remarked, so many things happen on this precinct and the people working in it all want the same things. However, when these issues come up, where the member for Milton has said that she was unable to vote, we should take that very seriously.

How seriously should we take it? We should take it very seriously. In the centre of this room on the table is the mace. The mace represents your authority, Mr. Speaker, but it also represents the protection of your authority that is garnered through all our members. When it is here, it means the protection is here and that you are going to help us to coordinate our business.

That is because in some parts of our collective history some Speakers were not respected, and I am going back again to Great Britain hundreds of years ago. When Speakers would go to a monarch and say “Here's what the people have said about taxation”, they risked being beheaded or imprisoned, simply because the monarch of the day did not want to hear what the House of Commons, as it was back then, had to say.

I would just point out that we need to have safety for individual members as well as the proper processes that we trust our Speaker with to ensure those things are respected.

We have three forms of government: the executive, obviously embodied in the Prime Minister and his cabinet; the legislative function, which we are; and the judiciary.

I will read off the back under my card, which states, “Under the law of parliamentary privilege, the bearer has free and open access at all times without obstruction or interference to the precincts of the Houses of Parliament which the bearer is a member.” The reason why I raise this is the law. This is not just a simple privilege. This is actually law. We have the ability to say in this place that we will manage our own affairs. When members are somehow stopped through a process not of their own making, that is unreasonable, unreasonable meaning that the system or the people operating it stop them from fulfilling their functions, then it bears close examination. That is what the committee process is set up for, and I really hope government members will support that process.

There was an amendment proposed by the member for Beauce, and I will read in French:

That the motion be amended by adding the following: “and that the committee make this matter a priority over all other business including its review of the Standing Orders and Procedure of the House and its Committees.”

As we all know, that particular committee is seized with the issue of our rights. It is seized by the issue of how this place conducts itself. Some members on the government side do not want to hear those voices. They are not happy that the committee is seized with an issue of their own making. They are not happy that parliamentarians from various parties are standing up for those rights, not just our inherited rights but the rights that this place needs to maintain in order for those who come after us to enjoy. If those rights are not taken seriously in any place, whether it be in this House, the other chamber, or in our parliamentary committees, we have a problem.

The Liberal government says that it is all about discussion. Let us discuss members not being able to vote, things that are happening now that should not be happening. We understand that when things out of anyone's control happen, forgiveness is often given, explanations though should always be made.

Our primary responsibility is to scrutinize the spending of government, to authorize the spending of government. Supply is very important. When those concerns come up, we need to be able to deftly examine the issue and hear from the individuals responsible as well as their managers to give a proper accounting of what happened, what went wrong, what could be improved, and how this could be avoided in the future. Anything less is not taking those rights seriously.

We have heard Liberal government members say that they take this seriously. Good, let us take care of it now. Let us get this to PROC. Let us give the committee the ability to see the infringements of our rights and be able to right them. Maybe during that time some position of authority of the executive will have quiet conversations saying that they have been hearing from caucus members and opposition members, and that maybe the Liberals should change their minds on how they approach things.

Just like with Motion No. 6, maybe a little space on PROC to examine this issue would allow for some of those crucial conversations between those in authority, those who obviously have pushed to have their modernizing Parliament agenda at that committee. Maybe, like Motion No. 6, the Liberals will withdraw it, because they know that people on this side of the House are going to stand up, whether it be that inadvertently our rights were denied or whether this is a plan orchestrated to make life easier for those in power.

I believe that if we send this to PROC, perhaps those things might happen. I write to my constituents about those things, that there is a proposal to have us stop sitting on Fridays, that there is a proposal to pre-program motions so the government does not even need to move time allocation and just accepts it as being a default status quo, which is wrong. It is just as wrong as it is when members rise and say they were denied their rights to discharge.

Again, I believe that members of Parliament must be responsible. Obviously there are things that happen in day-to-day life where inadvertently those rights may be pushed, but members still have a right to come here, as Mr. Stoffer did, and to raise those concerns, and for those in positions of authority to hear the feedback from a member to make sure these things are being dealt with, that people are trained and knowledgeable about the very special institution we have.

I have no doubt that many members of the security service out there know more about the Criminal Code than I do, and I sat on the justice committee. I have no doubt. By the same token, they should also be versed in at least the basics of parliamentary procedure and our law, which again stands firm. We have the ability to make laws for how we conduct ourselves in this place. It is something that was hard fought for and maintained by your predecessors, Mr. Speaker, and through the Sergeant-at-Arms and his predecessors.

That is what I contend. I contend that this ruling is fair. I believe that had this ruling happened previously, the immediate result would have been that this would have gone to PROC right away so that the government could actually start moving forward and bring in its bills instead of getting lost in these things. However, it is interesting that we see a filibuster at the procedure and House affairs committee that the government does not want to interrupt with what the member for Milton and the member for Beauce have both said is an obvious issue that needs to be dealt with.

I just want again to thank the Speaker and his staff who definitely listen, who act quietly to ascertain the facts, to hear all of our voices, whether they be with the government or not, to ensure that this place always has a space to make sure that we are able to do our jobs. I humbly submit that if we support both the amendment and the motion, this will show faith in our parliamentary system and allow us to move forward. I plead with the government to have that conversation among its members asking if the way it is proceeding is good not just for the country but for this place, and whether this will, as the Rotarians like to say, build better friendships and a more fair use of our time.

Reference to Standing Committee on Procedure and House AffairsPrivilegeOral Questions

April 6th, 2017 / 3:15 p.m.
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Alexandra Mendes Liberal Brossard—Saint-Lambert, QC

Mr. Speaker, the government firmly believes and agrees with the opposition that any instances of a member being impeded from attending the House of Commons, particularly for a vote, is an extremely serious situation that needs to be studied in detail.

Mr. Speaker, this morning you ruled that you believe there are sufficient grounds for finding a prima facie question of privilege. We support your findings.

The House has debated this important issue today, and I want to thank all members for their important contributions to this debate. However, I would like to draw to the attention of members what the consequences are of what the Conservatives have done with their amendment to their own motion. Their amendment seeks to direct the procedure and House affairs committee to drop whatever else it is working on. This amendment is highly unusual, and it has one purpose: to stop the procedure and House affairs committee from continuing the debate on the important issue of how we modernize the House of Commons. Our members on the committee have been hoping to debate the substance of these ideas, and this Conservative amendment is an attempt to block this important work.

We will not allow the Conservatives to play politics with the rights and privileges of members of Parliament. This is just too important. We will also not let them try to block a study on how we modernize the rules of the House of Commons. During the election campaign, we committed to modernizing Parliament and making it a 21st century workplace. As a direct result of the Harper government's approach to Parliament over the past 10 years, we promised Canadians we would bring a new approach to Ottawa to ensure their voices were also heard in this place. We will not allow the Conservatives to play politics with the rights and privileges of members of Parliament. This is just too important.

Therefore, the Liberal member for Hamilton West—Ancaster—Dundas, who is a member of the procedure and House affairs committee, has today given notice of a motion that reads as follows: “That, the committee examine the question of privilege raised by the member for Milton respecting the free movement of members within the parliamentary precinct.” We look forward to this important debate at committee.

I believe we must now return to debating the important legislation scheduled for today, Bill C-25, which would help increase shareholder democracy and participation, and increase women's participation on corporate boards and in senior management. Therefore, I move:

That the House do now proceed to Orders of the Day.

Motions in amendmentCanada Business Corporations ActGovernment Orders

April 6th, 2017 / 3:55 p.m.
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Brian Masse NDP Windsor West, ON


Motion No. 1

That Bill C-25, in Clause 107.1, be amended by replacing lines 7 to 14 on page 35 with the following:

“107.1 (1) No later than October 19, 2020, a comprehensive review of the provisions and operation of Part XIV.1 of the Canada Business Corporations Act, including an analysis of their impact on gender equity and diversity among the directors and among the members of senior management as defined by regulation, shall be undertaken by any committee of the Senate, of the House of Commons or of both Houses of Parliament that may be designated or established for that purpose.”

Mr. Speaker, I rise today to deal with Bill C-25, an act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act.

The essence of the bill is an attempt to provide some balance in Canada in terms of gender equity and racial and ethnic representation on boards of directors, especially in the corporate sector, as well as to end some practices in Canada related to the business sector that have been rather unscrupulous. There have been issues related to say on pay for shareholders. There have been issues related to bearer bonds, where there are issues of accountability. There is money laundering that could potentially take place, or is taking place, in Canada, which has become a snow washing destination for some money movement in our country.

The amendment we are debating, before we get to the main bill at a later date, is about providing some security that the very minimum the Liberals have promised is going to take place and that there is going to be accountability.

During the committee process, we heard testimony from experts from the business sector and the not for profit sector. We also heard expert testimony from the academic community and from Canadians.

The bill is supposed to improve gender equality on boards of directors, which has been championed by this government, but nowhere in the bill does it include the word “gender”. In fact, we had a number of witnesses who identified the weaknesses in the bill, and I brought forward several amendments based on that testimony. Some of the witnesses were from the legal sector and some represented groups and organizations. They had contributions to the bill that we later crafted into amendments. They were not even necessarily from the New Democratic Party. They were ideas and thoughts we thought would be helpful, but they were ones that were presented by witnesses. That is the reason we have public hearings at committee.

Sadly, they were defeated by the Liberals. There was co-operation with the Conservatives, and even when there was disagreement over language, there was a working environment to improve it. There was a recognition that there is a continual front, a quite disgusting front, by the Liberals to use nothing short of disguise and deceit to try to put one over Canadians, but they are not that naive. Today is about defending what the bill proclaims it should do by at least having an amendment in it on oversight.

One of the first things the government did not do when it tabled Bill C-25 was have any review process. For example, in corporate Canada, the representation of women is one of the lower percentages in a model called comply or explain used by the provinces. It does not actually work in many respects and has shown very little progress. Canada is stuck at around 20%.

The Liberals will talk about gender equality, talk about gender inclusion, talk about the so-called feminist Prime Minister, but when it comes to significant or specific actions, the bill is hollow. Not only that, the Liberals hollowed out any accountability for any future government in the legislation. Amazingly, this legislation has only been looked at twice in the last 40 years, and this time, the Liberals built a bill that would have no accountability.

Witness testimony from organizations that represent women in corporate Canada and women in general identified this weakness and the significant differences from what other countries were doing. How did the Liberals respond to this? They gutted further accountability. To be specific, they left out a review of the bill. They actually came through with an amendment for that, eventually, after they were shamed and embarrassed into this position, so there will be a five-year review after this bill gets royal assent.

However, the reality is that right now, in this day and age, the percentages are becoming more challenging. In fact, we have seen the representation of women on boards of directors shrink. That change should be looked at, and there should be some type of measurement, some impetus, to push the minister in a direction that is positive, if need be.

The Liberals changed their bill to include a review after five years, but if we go through the parliamentary schedule, we will find that it will actually take up to 10 years to conduct the review.

The first part of the legislation calls for a review of gender equality and diversity among directors and senior management, as defined by regulation, to be done by a specific date to make sure it is going to happen. We actually get diversity in the bill. If we look at representation on Canada's corporate boards, in some places, whether it be Toronto or Montreal, whether it be racial or gender diversity, we have seen some setbacks. There has been a reduction. That is important, because Canadians want accountability.

I will point no further, for a current example of accountability, than Bombardier. For its corporate board, there is say on pay, another amendment the Liberals made sure was not going to be part of the bill. There is some accountability to the shareholders. They have some say with regard to compensation for CEOs. The Conservatives have raised this in the House of Commons and have asked some very good questions. It is interesting that on the Bombardier lending file, the model of loan they built in for the CEOs of Bombardier encourages practices that could often lead to job losses for Canadians. It built that into the system.

The second part that is very important is that the word “shall” will be put in the bill. It will change the bill to make sure that this review takes place. Instead of “may”, we have “shall”, so that legally, it will set a predictable amount of time to review the current situation.

A series of things has taken place with regard to Bill C-25, which will come later, but most importantly, the accountability aspect will be in it. Without these amendments, the Liberals will get away with sending the bill in its final form and not having any oversight whatsoever. We have seen that as we go through electoral cycles, none of this will happen.

What is ironic is that the rest of the world, including the United States and other places, is acting on this much more significantly. We follow comply or explain. If we look at corporate boardrooms, currently the Canadian average is 20% for women. If they lower it to 15% or raise it to 22%, which is still very minor compared to the rest of the world, especially for countries like Canada, they will have to explain it. What is the consequence if five to seven years from now a company is still at a 15% or 20% rate and not even meeting the Canadian average of women on corporate boards? What is the penalty? It is nothing.

This bill would add an honest approach for accountability, a measurement for racial, ethnic, and women representation on boards of corporate Canada and make companies more accountable to their shareholders and to Canadians.

Motions in amendmentCanada Business Corporations ActGovernment Orders

April 6th, 2017 / 4:10 p.m.
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LaSalle—Émard—Verdun Québec


David Lametti LiberalParliamentary Secretary to the Minister of Innovation

Mr. Speaker, I am pleased to rise today in support of Bill C-25, an act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act.

Our government sees inclusive innovation as a Canadian value. That is why we spent all of the summer of 2016 consulting Canadians on our innovation and skills plan in order to gather ideas on how we can help position Canada as a global centre for innovation.

When we come together in our community, in the workplace, or on a board of directors, our diversity and our experiences are what bring unique ideas to the table.

I want to begin by highlighting the important work that was done during the committee review stage for Bill C-25. The committee made one amendment that is important to note because it speaks to diversity, which is at the heart of the bill. A review element was included to allow a government to come back to the bill and ensure that diversity is upheld in the spirit in which it is cast in the bill, so there is a five-year review period precisely for that reason. I want to thank members of the committee for that work they did.

I want to commend the efforts of my colleagues who sit on the committee and who brought forward this progressive addition to Bill C-25. By bringing more voices to the table, Bill C-25 would help to make another important step toward diversity.

Several studies have shown a link between diversity on boards, particularly gender diversity, and strong financial performance, heightened innovation, and enhanced client insight. For instance, in March 2016, the International Monetary Fund released its research of European firms, which demonstrated that there was a higher return on investment when there was a larger share of women in senior positions.

Some studies have also reported that, by considering diversity and new skills, corporations were able to outperform and out-innovate other companies. Why is that? It is because, when different views are heard around the decision table, it creates a place where innovative ideas can emerge.

In Canada, most provincial securities regulators have adopted rules to require listed corporations to disclose the gender representation of their boards, and senior management to disclose their policy for promoting gender diversity or to explain why they do not have such a policy.

Bill C-25 would build and expand on these existing initiatives to support diversity on boards and in senior management as a good corporate governance principle. The bill would require the Canada Business Corporations Act corporations—corporations registered under the CBCA—to disclose diversity information such as the diversity composition of boards and senior management. Corporations would also have to disclose their diversity policies to their shareholders or to explain why they do not have diversity policies. Hence, it is comply or explain.

If we do not make the most of all the diversity and the quality of our talent pool to guide our Canadian businesses, come up with creative ideas, and foster innovation, investors, our ability to compete, and the Canadian economy overall will suffer the consequences.

Whether they are small, medium-sized, or large, companies are a powerful engine of economic growth. Throughout their lifecycle Canadian businesses are a key source of innovation and employment, which helps improve Canada's standard of living and economy.

It is vital that companies continue to pave the way by creating a culture of diversity and innovation. Bill C-25 will help government and businesses work together to foster diversity and entrench innovation in their business strategies.

I would like to end my speech by pointing out that the last significant amendments to the Canada Business Corporations Act were made in 2001. The time has come for the act to reflect modern principles of corporate governance that are in line not only with changes in the marketplace, but also with the modern economy. These amendments foster inclusive innovation, diversity, and a strong and prosperous Canada.

Motions in amendmentCanada Business Corporations ActGovernment Orders

April 6th, 2017 / 4:20 p.m.
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Karen Ludwig Liberal New Brunswick Southwest, NB

Mr. Speaker, to me Bill C-25 is a very important bill. It is about diversity.

At this point, we still have the opportunity, as we stand here today and as we listen to these speeches, to go out and promote awareness of the value of women and men of diversified backgrounds on boards, and also to share that with shareholders. I have to say that I actually take offence at the notion of quotas, because I believe everyone wants the best talent to be appointed to a board, not based on quotas.

I am wondering if my colleague could speak to the unintended consequences of quotas for appointments to boards.

Motions in amendmentCanada Business Corporations ActGovernment Orders

April 6th, 2017 / 4:20 p.m.
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Diane Finley Conservative Haldimand—Norfolk, ON

Mr. Speaker, I am pleased to see the member for Windsor West put forth this motion today regarding a timeline for a comprehensive review of the diversity aspect that will be added to the Canada Business Corporations Act after Bill C-25 is passed. As the member is aware, our party members on the industry committee put forth a similar amendment, which would call upon the government of the day to do a review of the diversity policy after three years to determine how effective it has been. Initially, the member for Windsor West had suggested a timeline of two years. Obviously, I am happy to see that he listened to the arguments made by the member for Red Deer—Mountain View, who put forth the three-year amendment, and is now agreeing with him.

I would like to talk a bit about diversity, and then I will elaborate on why this review and this specific timeline are so important.

I have mentioned in the past that our Conservative Party has never been on the sidelines when it comes to diversity firsts in Canada. In fact, it was the Conservative Party that had the first Canadian female prime minister, that elected the first female MP to the House of Commons, and the first Chinese, Muslim, black, Latino, Hindu, Pakistani, and Japanese MPs. We had the first Mennonite cabinet minister, the first female engineer MP, and even the first quadriplegic MP and later cabinet minister, my dear friend Steven Fletcher. We had the first married couple to sit in this House at the same time. We even had the first husband and wife team to sit in both Houses at the same time anywhere in the Westminster parliamentary system.

None of those MPs was nominated or elected to meet or fill some regulatory quota. They themselves chose to run for us because they knew that we, on this side of the House, believe in merit and not quotas. I think the list that I just read makes it clear that talent and skills know no boundaries, be they racial, religious, or gender. In fact, talent and skills are only enhanced when discussions around boardroom tables, and even debates in this chamber, are between people of different backgrounds and different perspectives. Because each of us has had unique experiences that have shaped our view of the world and how we respond to the challenges that we encounter, each of us brings something unique to the table, and I would like to think that we are all the richer for that.

To help see more diversity on boards, Bill C-25 suggests the comply or explain model. This was proposed by the previous Conservative government after extensive consultation in 2014 in order to modernize Canada's corporate framework. Through consultation, we have seen across the world, and even within our own borders, the positive effects that this model produces. For example, countries like the U.K. and Australia have implemented comply or explain models similar to the one that we are discussing today that focus particularly on increasing gender diversity on corporate boards, and they have seen significant results. In fact, one of the witnesses who appeared before committee said that in Australia, “women's representation shot up from 10.7% in 2010 to 22.7% in 2016”, and in the U.K., “women's representation on FTSE 100 boards has more than doubled from 12.5% in 2011 to 26.1% in 2015.” Both cases were a result of implementing this policy.

Here at home in Ontario, we have seen rises in the number of women who sit on boards as well. Just over two years ago, the Ontario Securities Commission implemented the comply or explain model, and since then the number of women on boards has steadily increased to 20%. However, looking at Canada as a whole, in larger companies women make up an average of 34% of corporate boards. Implementing the widely used comply or explain model is the first step to seeing these numbers improve.

Most successful companies know that in today's society they must diversify to prosper and to be effective. Good companies diversify their product lines, their target customers, and their geographic markets, because they do not want to put all of their eggs in one basket. When they are smart, they diversify their workforce and their corporate boards, too. I say when they are smart, because numerous studies have shown that companies that employ people with disabilities almost invariably see their workplace morale, attendance, and productivity go up. Corporate boards with higher percentages of women almost invariably have higher growth and profitability rates than those that do not.

Our party is not here today to tell private companies how to run their businesses, but we do need to make sure that people of diverse backgrounds, genders, and ethnicity are considered at the table for the reasons I just mentioned. I think the comply or explain model provides the right balance to do this, but a review is a crucial part of determining the right balance. That is what we are discussing here today, the need for a comprehensive review of the diversity disclosure section.

Like many pieces of legislation created and presented in the House, it is important to look back on what was implemented to see if results have actually been achieved. In fact, most pieces of legislation do have a built-in review process. As we used to say when I was in the corporate world, “what gets measured gets managed”.

During committee, it was unanimously agreed upon by the members and by the witnesses who appeared that a review of the diversity and the comply or explain model should be done, but the opinion on timing was varied. While only a few people, and I stress only a few people, suggested five years, most agreed that five years would be too long to analyze the effects of this policy and said a two-year or three-year window would be more appropriate.

Members on this side of the House listened to those suggestions. In fact, the member for Red Deer—Mountain View put forth an amendment in committee with the hopes of seeing a three-year review take place. Unfortunately, the Liberals must have been experiencing a bit of selective hearing at that time. While the Liberals originally amended the bill to include a five-year review of the Canada Business Corporations Act, most witnesses expressed concern that this was in fact too long.

Our party believes that three years is an optimal time frame for review. First, it is important to provide enough time to see results. Witnesses stated that good, solid results would be seen within this time frame. While we need to make sure that we can actually get enough data to see the effects, we also need to make sure that a review is done in a timely manner. If changes need to be made, it is better to do them sooner rather than later.

One other thing we need to consider is we need to be mindful of the scheduled 2019 election. The member for Windsor West originally suggested that the review be done in two years, but that review process has the potential to conflict with an election that is scheduled for two years from now. This means the review could be interrupted or even swept under the rug until an election is over.

For those reasons, we believe that a three-year period would get us past an election so that a new Parliament could take a look at it.

Unfortunately, the amendment was shot down by the Liberals. As the member for Windsor West has suggested, this review process will occur before October 19, 2020, which brings us to about three and a half years from now.

I am happy to see that he took our suggestions and that he listened to the points that were made, especially by so many witnesses. It is for these reasons that I will be supporting the motion, and I encourage my colleagues to do the same.

Motions in amendmentCanada Business Corporations ActGovernment Orders

April 6th, 2017 / 4:35 p.m.
See context


Alupa Clarke Conservative Beauport—Limoilou, QC

Mr. Speaker, thank you for giving me the opportunity to speak this afternoon. I am pleased that you are the one in the chair right now.

I am rising today to share some of my thoughts and, of course, those of Her Majesty's official opposition on Bill C-25, An act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act.

It is important to begin by saying that this bill targets some 270,000 federally incorporated companies, which are, for the most part, small and medium-sized businesses that do not sell shares and to which the changes will not apply.

It is important to remember that the amendments proposed in Bill C-25 are the result of a legislative review that was conducted by a House of Commons committee in 2010, two Parliaments ago. Consultations were then held by our government and Industry Canada in 2014.

Like the majority of my colleagues who have spoken to Bill C-25, I think it is commendable and fantastic in many ways that the current government was open enough to use old legislation from the Conservatives' 2015 budget to develop Bill C-25.

However, what my opposition colleagues and I find a little unfortunate is the lack of substance in the bill we have before us at the current stage and, in fact, the lack of substance we see all too often in the current government's bills. I would even say the lack of bills, quite simply. No more than 50 bills have been tabled by the Liberal government since October 19, 2015. The minority government of the Right Hon. Stephen Harper had tabled three times as much legislation by 2007.

Certainly, the bills lack substance. In addition, there is a lack of real change. I will come back to the bill after this aside. The Liberals campaign slogan was “real change”. We can certainly change the things we say. That is obviously what the Liberals have done. However, Canadians expect legislative change, and that is not what we are seeing currently.

The Liberal government is missing several opportunities to do a good job in the House and bring in concrete measures for Canadian society, to address problems affecting workers, seniors, the unemployed, and corporate boards. This is how I am getting back to the bill.

We are delighted that the Liberal government is using legislation that the previous Conservative government worked very hard on. However, in committee, we brought forward two main amendments that, it appears, do not suit the opposition, or rather the government. Excuse me. I misspoke. I saw the future and called the government the official opposition. That will be two and a half years from now.

During the committee stage of Bill C-25, the Conservatives proposed amendments that would have strengthened the bill. First, we proposed to define the word “diversity”, which is an integral part of the bill.

It is one of the key components of the bill since the other side of the House wants to impose diversity, which is still undefined, within various federally regulated corporate boards and institutions.

The amendment we wanted to bring forward would define the word correctly. The need for this was also raised by a number of the witnesses who appeared before the committee. The official opposition critic responsible for this issue and several of my Conservative colleagues met with these witnesses.

The second amendment would require a review of the diversity policy in three years.

There is a reason why the Liberal government did not accept this amendment, which would define the word “diversity”. One of the things this government most often does is present sweeping concepts that they do not want to define. In this case, it is diversity. In another case, it is the 1%. For the next two and a half years I will repeat that the 1% does not exist. We are one of the world’s fairest societies, one of the societies where wealth redistribution is unparalleled in the history of mankind. I really find it incredible. I had the chance to go to university and I can say that any professor or academic would tell you that there is no such thing as the 1%.

I would like to give a parallel example that will explain why imposing diversity could have consequences that are not necessarily what the government intends. I will go out on a limb: I assume that by diversity, they mean cultural minorities of all kinds. Today it is rather fashionable to identify all kinds of minorities, when what really counts is protecting the political minority, first and foremost. I will give an example of some of the consequences that sometimes result from a desire found only in rhetoric. When the Liberals talk about a gender-balanced cabinet, I see rather significant consequences. It is not in law, thank God, but if by misfortune the next government decides to continue with that, this would then become a convention. We would have a sort of parliamentary convention to have a gender-balanced cabinet.

According to the Liberals, having a convention saying that cabinet must be gender balanced means that women will forever hold half the power in the cabinet that forms the government. From another perspective, this also means that from now on, women will never be the majority in cabinet. Is that not a bit ironic to think that for centuries, cabinet was composed mostly of men, and now, with this convention we end up never seeing a cabinet composed mostly of women?

I believe this is a first consequence of this rather dangerous convention, based on misconceptions, dangerous social interpretations, and political capital, which, furthermore, in a way endangers—to put it bluntly—the possibility of having the best cabinet possible. I am sure that my colleague from Glengarry—Prescott—Russell, across the way, would make a wonderful minister. I was with him on the Standing Committee on Government Operations and Estimates. He is incredible, clever and has an outstanding mind. However, because of gender parity, he will probably never be as close to me on the seating plan as he could be. We will never get the best by relying on sweeping misconceptions.

Creating such misconceptions of social reality that can be interpreted differently can have consequences. We therefore need to define the word “diversity” to ensure that this bill will not have negative consequences on corporate administration.