The House is on summer break, scheduled to return Sept. 15

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 is from the 42nd Parliament, 1st session, which ended in September 2019.

Sponsor

Navdeep Bains  Liberal

Status

This bill has received Royal Assent and is now law.

Summary

This is from the published bill. The Library of Parliament has also written a full legislative summary of the bill.

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.

Elsewhere

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

Bill numbers are reused for different bills each new session. Perhaps you were looking for one of these other C-25s:

C-25 (2022) Law Appropriation Act No. 3, 2022-23
C-25 (2021) An Act to amend the Federal-Provincial Fiscal Arrangements Act, to authorize certain payments to be made out of the Consolidated Revenue Fund and to amend another Act
C-25 (2014) Law Qalipu Mi'kmaq First Nation Act
C-25 (2011) Law Pooled Registered Pension Plans Act

Votes

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)

Motion in amendmentCanada Business Corporations ActGovernment Orders

April 6th, 2017 / 4:30 p.m.

Liberal

Anita Vandenbeld Liberal Ottawa West—Nepean, ON

Mr. Speaker, I would like to thank my hon. colleague for her support of the bill, a bill which I think we all acknowledge would do a lot. It is a big step forward in making sure that corporate boards would be more diverse in terms of gender, but also in terms of intersectional identities.

In my colleague's speech, she mentioned that the U.K., Australia, and some other countries have implemented similar measures which almost doubled the number of women on boards.

I wonder if she could elaborate on the ways in which shareholders being able to see exactly what diversity policies companies have or do not have would incentivize those companies to put more women and more diverse people on their boards. We all know that increases profits, increases innovation, and makes the boards more effective. Perhaps the hon. member could elaborate on that.

Motion in amendmentCanada Business Corporations ActGovernment Orders

April 6th, 2017 / 4:30 p.m.

Conservative

Diane Finley Conservative Haldimand—Norfolk, ON

Mr. Speaker, I referenced my years in the corporate sector prior to the privilege of being in the House. It was very true that what gets measured gets managed. If we measure the wrong things, then the wrong things get managed. It is the same thing when it comes to talent. Talent knows no boundaries, but that being said, we must make sure that everyone who has talent gets a chance to participate, that people are not excluded from being on corporate boards or indeed in management for the wrong reasons.

One of the best ways for shareholders to know what a company's policy is, is to see what it does. When this becomes law, as long as companies understand the government's intention of the definition of diversity, they will comply or they will have to explain to their shareholders, because the shareholders will be able to ask at the annual general meeting or at any time what they are doing in that regard.

It is really important that the comply or explain model be brought in. It provides accountability without telling companies exactly how to run their businesses.

Motion in amendmentCanada Business Corporations ActGovernment Orders

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

NDP

Brian Masse NDP Windsor West, ON

Mr. Speaker, I thank my colleague for supporting the amendment and for her contribution here today. One thing that is clear is that we are not discussing in the amendment the way things can take place, whether it be comply or explain, or whether it is quotas, or whether it is a hybrid system. They all have their advantages and disadvantages and there is a lot of discussion about that in general and also positions that are taking place.

What is clear by the amendment and was made clear by the Conservative Party is having accountability and making sure there would be a specific measurement and finish line in regard to having companies explain under this model if their measurement system shows them to be deficient. Some companies would probably come in very well and others may not.

Comply or explain in the way the Liberals have built the bill would be such that the minister really has no powers in it. I would ask the member to comment on this. The Conservatives had an amendment similar to ours regarding three years, but five years is what was passed. At least with this amendment it sets a hard finish date for that versus that of several years or a decade from now when we do have a review process taking place, so the finish line is hard and fast and the intention is strong and astute.

Motion in amendmentCanada Business Corporations ActGovernment Orders

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

Conservative

Diane Finley Conservative Haldimand—Norfolk, ON

Mr. Speaker, I thank the member for Windsor West for the amendment and for being willing to listen to the arguments put forward by the witnesses as to why it should be a three-year hard deadline. It gets us past an election without letting things drag out too long. If there is some problem with the implementation of this policy, then it would be better to review it now and fix it than to wait too long and let things get out of hand by saying that we cannot touch it because it will be reviewed in a couple of years anyway.

My bigger concern was when the definition of diversity was voted down by the Liberals. To many in the corporate world, diversity in hiring means the board should be made up of someone from accounting, someone from marketing, someone with legal experience, functional diversity in the corporate background as opposed to background relating to gender, ethnicity, or religion. That is where we develop different personalities, view the world with different perspectives, and we bring different solutions to any of the given problems that are being presented.

Motion in amendmentCanada Business Corporations ActGovernment Orders

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

The Deputy Speaker Bruce Stanton

It is my duty, pursuant to Standing Order 38, to inform the House that the questions to be raised tonight at the time of adjournment are as follows: the hon. member for Mégantic—L'Érable, Employment; the hon. member for Edmonton West, Public Services and Procurement; the hon. member for Beauport—Limoilou, Public Services and Procurement.

Motion in amendmentCanada Business Corporations ActGovernment Orders

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

Conservative

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.

Motion in amendmentCanada Business Corporations ActGovernment Orders

April 6th, 2017 / 4:50 p.m.

NDP

Erin Weir NDP Regina—Lewvan, SK

Mr. Speaker, my colleague, who also serves on the government operations committee, suggested that inequality and the 1% represent a false concept, but I am sure he is aware of the fact that the top 100 CEOs, on average, make 193 times as much as the average Canadian employee.

I wonder he would justify this. Does he believe that these CEOs are 193 times more productive than the average worker? Maybe they are somewhat more productive, but are they 193 times more productive? I am just wondering what the explanation is, if it is not an example of unfairness and justified inequality.

Motion in amendmentCanada Business Corporations ActGovernment Orders

April 6th, 2017 / 4:50 p.m.

Conservative

Alupa Clarke Conservative Beauport—Limoilou, QC

Mr. Speaker, obviously, liberalism and the capitalist system result in these kinds of problems. A good government must always ensure that wealth is redistributed in the best interests of all Canadians.

That said, if I were told that 30% of Canadians were a lot richer than others, I would say we are starting to have a problem. However, the concept of the 1% leads to dangerous political battles, since it makes Canadians cynical.

Canadians live in one of the wealthiest countries in the world, one of the only countries where anyone, even the poorest of the poor, can do their best and succeed, since there is the crown government. Canada presents all sorts of opportunities. We need to stop talking to Canadians as though they were pathetic children. Quite the contrary, we need to show them that this great country is there for them and for their future. We especially have to stop coming up with sweeping concepts that create cynicism day after day in society.

Motion in amendmentCanada Business Corporations ActGovernment Orders

April 6th, 2017 / 4:50 p.m.

NDP

Brian Masse NDP Windsor West, ON

Mr. Speaker, my colleague's party has been raising some very important questions in question period related to the Bombardier sale and CEO compensation from the public. It was important in this legislation that “say on pay” was not allowed. Say on pay provides democracy from the shareholders, who help to determine corporate salaries and compensation.

I would like to hear from my colleague how, for example, the government's position on Bombardier right now allows for that, and in fact encourages Bombardier to take actions that could eliminate workers while receiving a lot of different subsidies, one from Quebec and a second one from the federal government, when we know their CEOs are actually receiving compensation for this.

I find that a paradox for his own party, which is criticizing the CEOs from Bombardier for getting rich off the loans and the grants from taxpayers.

Motion in amendmentCanada Business Corporations ActGovernment Orders

April 6th, 2017 / 4:50 p.m.

Conservative

Alupa Clarke Conservative Beauport—Limoilou, QC

All I can say, Mr. Speaker, is that I profoundly believe that the bonuses that were automatically given to the CEOs were outrageous. Twenty-four hours before people in Quebec and most political figures started to be outraged, I had already put on Twitter that it was dishonourable, dishonourable, and dishonourable.

To answer the hon. member's question more specifically, I would say that is one of the reasons I support the member for Beauce for the leadership. He just basically stands against any subsidies. He specifically said in his platform that he would strike subsidies against companies. However, I often say to my friend the member for Beauce that we still have to be cognizant of the fact that some regions in Canada need subsidies—for example, the Atlantic provinces—to make sure that we increase and support economic development there. Sometimes we have to be straight with our ideas, but we must always acknowledge the needs and the realities of the different regions.

The bonuses for the CEO are outrageous, and we should all hopefully be against that.

Motion in amendmentCanada Business Corporations ActGovernment Orders

April 6th, 2017 / 4:55 p.m.

Conservative

Robert Gordon Kitchen Conservative Souris—Moose Mountain, SK

Mr. Speaker, I am pleased to speak to the 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.

Bill C-25 aims 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, Canada's largest reporting issuers are also governed by the CBCA. Professionals are able to incorporate, and in my previous life as a chiropractor, this option was available to me.

With that said, and in light of how the government conducts discussion and debates, I move:

That the House do now adjourn.

Motion in amendmentCanada Business Corporations ActGovernment Orders

April 6th, 2017 / 4:55 p.m.

The Deputy Speaker Bruce Stanton

The question is on the motion. Is it the pleasure of the House to adopt the motion?

Motion in amendmentCanada Business Corporations ActGovernment Orders

April 6th, 2017 / 4:55 p.m.

Some hon. members

Agreed.

No.

Motion in amendmentCanada Business Corporations ActGovernment Orders

April 6th, 2017 / 4:55 p.m.

The Deputy Speaker Bruce Stanton

All those in favour of the motion will please say yea.

Motion in amendmentCanada Business Corporations ActGovernment Orders

April 6th, 2017 / 4:55 p.m.

Some hon. members

Yea.