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.

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 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.

Elsewhere

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

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)

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 4:40 p.m.
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NDP

Pierre Nantel NDP Longueuil—Saint-Hubert, QC

Madam Speaker, I would like to acknowledge how much my colleague from Windsor West knows about this issue.

I think that he clearly established how big of a joke self-regulation is. We need to come up with good legislation in this regard. Capitalism can certainly be beneficial and it can certainly create wealth for everyone if it is administered properly. However, this huge gap between the salaries of senior management and regular employees is unacceptable. I can relate to the example that the member gave of black holes in shopping malls. I have seen it in Longueuil. It is affecting the people there. We had a Zellers. In fact, there was also a Zellers not far from here on Sparks Street. Employees with over 25 years of service lost their jobs while some joker draws a multimillion-dollar pension in the Bahamas. That is shameful.

I would like my colleague to expand on this subject because I imagine his region also had a Target that shut its doors.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 4:40 p.m.
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NDP

Brian Masse NDP Windsor West, ON

Madam Speaker, that is an important question and I would like to build on it. What is taking place is kind of unique and connects to what my colleague is saying.

People now have a little more control over their finances and how they make decisions about them. That is becoming the way of the future. We should all have an interest in ensuring it is democratized.

If people are participating and deciding where to move their money in a stock market system, they are protected in having a say. Decisions are not being made behind some curtain somewhere without their input, but there is a set of rules and accountability because they are having a say-to-pay. People get a chance to vote with their money in these corporations. If they are a true democracy, then they should have no problem complying with those who are funding them having a say in their matters.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 4:40 p.m.
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Hull—Aylmer Québec

Liberal

Greg Fergus LiberalParliamentary Secretary to the Minister of Innovation

Madam Speaker, I appreciate this opportunity to rise 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 is committed to growing the economy, creating jobs, and strengthening the middle class. As such, we are building the right foundation for an inclusive and innovative Canada. We want to foster new thinking by harnessing the full talents and experience of all Canadians.

We recognize diversity as a strength. Bill C-25 ensures that we create the right conditions to keep Canada at the forefront of a global economy.

Madam Speaker, I apologize for forgetting to ask for your permission and the approval of the House to share my time with the Minister of Status of Women, the member for Thunder Bay—Superior North. I hope to get your approval.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 4:45 p.m.
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NDP

The Assistant Deputy Speaker NDP Carol Hughes

The hon. member does not need permission to share his speaking time for a 20-minute speech. He must only seek permission at the beginning of the debate, when it is being debated for the first time.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 4:45 p.m.
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Liberal

Greg Fergus Liberal Hull—Aylmer, QC

Madam Speaker, my mistake. Thank you for the clarification.

Bill C-25 ensures that we create the right conditions to keep Canada at the forefront of a global economy. It will provide a transparent and predictable business environment for firms to innovate and grow.

Bill C-25 makes a number of modernizing adjustments. First, it will require publicly traded corporations to disclose to their shareholders the composition of their boards and senior-management ranks.

The measures in Bill C-25 call on corporations to tell their shareholders how they are promoting diversity at the senior-leadership level. Under representation of certain groups in society is not only a question of fairness. It can also affect the bottom line. This disclosure facilitates a frank conversation between corporations and their shareholders.

I am particularly proud to be speaking about this bill during Women’s History Month. It is a time when we celebrate the women who have shaped Canada’s history. We honour their courage, sacrifice and leadership in all spheres of life.

With this bill, our government is committed to addressing the under-representation of women and other groups in the highest levels of corporate leadership. This bill encourages corporations to reflect on whether they are drawing from the largest talent pool available to improve their performance.

This government is committed to inclusive growth. We have made our views on diversity very clear. We have already achieved gender parity in cabinet.

We also announced changes to the process for Governor in Council appointments. These changes ensure that diversity is a critical factor in selecting those who lead our public sector corporations and boards.

Bill C-25 builds on those initiatives. The bill recognizes that embracing diversity should be adopted as a good practice in corporate governance. We are not alone. We have already seen a similar commitment by other governments. Securities regulators and the private sector have also worked to increase diversity on corporate boards and within executive ranks.

Most securities regulators have adopted “comply or explain” rules that require publicly traded corporations to disclose gender composition and diversity policies for their executive ranks. Some private sector and non-profit organizations have adopted diversity policies or voluntary targets to increase women’s participation on corporate boards. We commend their efforts.

To improve shareholder democracy, Bill C-25 will also reform the process of electing corporate directors. It will introduce a majority-voting model when elections are uncontested. In our current system, a candidate can be elected even when there is only a single vote in favour, and all others were withheld.

If the proposed amendments are passed by the House, in an uncontested election, a candidate can only be elected if they have the majority of votes cast in their favour. This practice gives shareholders the right to vote against a candidate instead of simply withholding their vote.

Bill C-25 will also require publicly traded corporations to hold annual elections for corporate directors. It will also ensure that shareholders can vote for individual candidates rather than a group of candidates.

These reforms support diversity, shareholder democracy, and corporate performance. They allow shareholders to consider individual candidates on a more frequent basis. As a result, there are opportunities for deeper reflection on what diverse skill sets and experiences are best suited to govern a corporation.

Bill C-25 will also permit shareholders to access corporate materials online. This amendment will bring market framework laws into the digital age. It will increase business efficiency and reduce operational costs, while aligning with provincial securities rules. This amendment will also increase transparency and shareholder democracy.

Another amendment contained in the bill is an update to the Competition Act. This amendment ensures that our laws keep pace with contemporary ways that corporations structure themselves. Specifically, the bill takes into account how corporate affiliates are recognized under the act. The amendments do away with the risk that affiliates would be mistaken as competitors in the eyes of the law.

Making the law clear and neutral on this point eliminates business uncertainty. It also avoids the unnecessary time and resources that are currently spent on ensuring that companies comply with the law.

Madam Speaker, I would just like to clarify something. May I speak longer than my 10 minutes when I am sharing my time?

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 4:50 p.m.
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NDP

The Assistant Deputy Speaker NDP Carol Hughes

No, the hon. member may not. The member has 20 seconds left. If the hon. member can wrap up, he will have five minutes for questions and comments.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 4:50 p.m.
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Liberal

Greg Fergus Liberal Hull—Aylmer, QC

Madam Speaker, I will close by saying that the amendments proposed in Bill C-25 will set the stage for a modern economy and a renewed commitment to innovation.

I look forward to seeing this bill become law.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 4:50 p.m.
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NDP

The Assistant Deputy Speaker NDP Carol Hughes

When a member chooses to share his or her time, it means that that member and the member sharing the time each have 10 minutes. If the first member goes over that 10 minutes, then the other member will not get a chance to speak.

The member for Essex for questions and comments.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 4:55 p.m.
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NDP

Tracey Ramsey NDP Essex, ON

Madam Speaker, the parliamentary secretary brought up Women's History Month. That is incredibly important when we look at this legislation. As a women who serves in the House and someone who has dedicated themselves to gender equality, I appreciate the spirit of the bill. However, as a feminist, I see weak language that would do little to see real change for women in the way that I think is the intent of the bill.

Will the government agree to the NDP amendment to have a five-year review clause inserted into Bill C-25 to ensure Canada keeps up to date on corporate and shareholder best practices, as well as to review the comply or explain, and to ensure that it has the intended affect on board gender diversity, and to show a true commitment to the women of the House and to feminists across our country?

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 4:55 p.m.
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Liberal

Greg Fergus Liberal Hull—Aylmer, QC

Madam Speaker, the proposal the hon. member for Essex has suggested should very much stand on its merits.

It is important that we allow the bill to go to committee and for the committee members, as the member for Windsor West suggested, to listen to witnesses and to try to make the most sensible and the most needed amendments to the bill to improve it. That is the wonderful thing about this process.

I think that also shows how open our government is to ideas from the opposition parties. We know that we do not have a monopoly on good ideas. We count on the willingness of all members of the House of Commons to propose amendments to our bills.

In closing, I think that this bill is logical and consistent. I cannot guarantee anything, but we are going send the bill to committee to continue the process.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 4:55 p.m.
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Conservative

Alex Nuttall Conservative Barrie—Springwater—Oro-Medonte, ON

Madam Speaker, I thank the hon. member for the production of the bill and for placing it on the floor of the House.

I think it is important to recognize that a large majority of the work for the bill was conducted under the previous government, along with the other bill that is being moved by the ministries that fall under the Minister of Innovation, Science and Economic Development, so we have had two bills in one year.

When can the House expect a bill that will address the needs of the oil and gas, manufacturing, and other sectors across the country that have been losing jobs all year long?

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 4:55 p.m.
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Liberal

Greg Fergus Liberal Hull—Aylmer, QC

Madam Speaker, I am grateful for the opportunity I have had over the last year to work with the hon. member for Barrie—Springwater—Oro-Medonte on the industry committee. It has been a pleasure to work with him.

In regard to the bill, we are very much looking forward to having it not only introduced but brought through the legislative process and passed.

A number of good intention bills were suggested by the previous government. However, it never followed through in getting them through the legislative process, although it was very much aware of the parliamentary calendar that was in place. The big difference is that where there is good legislation, no matter where it originates, this government is committed to seeing that legislation pass. Therefore, I am very much looking forward to Bill C-25 passing, and addressing the issue of greater diversity on boards.

With respect to the other issues that the hon. member raised, I am afraid those are perhaps issues that are not necessarily germane to the debate we are having today on this bill. Therefore, I am certain the hon. member will allow me some leeway to take his questions under advisement to give proper reflection to them.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 5 p.m.
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Thunder Bay—Superior North Ontario

Liberal

Patty Hajdu LiberalMinister of Status of Women

Madam Speaker, I am pleased to rise to speak 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 understands that Canada needs all the available talent to stimulate innovation and economic prosperity. To ensure that this happens, we must engage people of different genders, with different backgrounds, skills, experience, and ideas to manage all segments of the economy.

We see diversity as a source of Canada's strength. With the bill, we are calling on all leaders and decision-makers, including shareholders, to promote diversity and inclusion.

In today's global economy, it is to our economic benefit that our workforce reflects our rich diversity. Ensuring we have diversity in all aspects of our society contributes to better performance and innovative thinking, which affects the economic security of our communities and our country. We need leadership and commitment not only in government but also in the private sector to instill diversity and inclusion as core to good corporate governance.

Bill C-25 promotes diversity in leadership roles, something that is integral to creating environments where a diversity of voices make decisions that are of consequence to all of us. Research shows that leaders who embrace diversity in their organizations and give diverse voices equal exposure are more likely to have employees contribute to their full innovative potential. Change can happen. For example, the Canadian Board Diversity Council, the leading Canadian organization advancing diversity on Canada's boards, in order to help drive increased shareholder value, established diversity 50.

Diversity 50 is designed to help directors identify diverse board-ready candidates beyond their own networks. The initiative expands the definition of experience, expertise, education, geography, and age to include such considerations as women, visible minorities, aboriginal peoples, and people with disabilities. There are 13 CEOs from the telecommunications, energy, financial, and media sectors that support diversity 50.

Organizations such as Catalyst Canada have also created voluntary measures, such as the catalyst accord, which, in 2012, called on Canadian corporations to join and increase the overall proposal of the Financial Post's FP500 board seats held by women to 25% by 2017.

Canada's 30% club, whose membership comprises leading directors and executive officers, established an aspirational goal of 30% female representation on boards by 2019 and works with Catalyst on the catalyst accord. These are important targets that I am certain corporate Canada can reach, not only because we have the talent but because meeting these targets will drive stronger companies, better decision-making, and ultimately, a richer economy.

Another important dimension of the bill complements these measures by further facilitating the conversation between shareholders and corporations on how they are pursuing diversity in their leadership. The bill would also require distributing corporations and co-operatives to hold annual elections. This not only supports accountability but can provide opportunities for diversity on boards. Women make up 48% of the workforce and earn half of the university degrees, yet the latest figures show that women hold 13.1% of all Canadian board seats, 19.1% of seats on the boards of the FP500 companies, and 20.8% of seats on the boards of Standard & Poor's TSX 60 companies.

If Canada's workforce and economy are to remain modern and competitive internationally, we need to tap our full potential. We need to encourage change to ensure that the full diversity of Canada is represented in the business world. Bill C-25 would require Canada Business Corporations Act corporations to disclose diversity information such as the composition of their boards and policies to their shareholders, or to explain why they do not have diversity policies. The bill would also require corporations to provide diversity information to the director of Corporations Canada, so that progress can be monitored.

With the introduction of Bill C-25, it is important that boards and recruiting committees review the diversity of their boards and senior management and consider more inclusive practices. When businesses expand their pool of candidates, they can find new backgrounds, skills, and experiences that may have been overlooked in the past. This is true at the senior level and down through the organization.

I am honoured to have the opportunity to participate in the debate on Bill C-25 during Women's History Month. In October, we celebrate the women who shaped Canada's history.

It is an opportunity to honour their courage, sacrifices, and leadership. Our government is determined to eliminate the problem of under-representation of women and other groups at the highest levels of corporate management.

The amendments in Bill C-25 would allow government and businesses, working together, to promote diversity and put innovation at the core of their business strategy. It is essential that corporations demonstrate progressive leadership and create a culture of inclusivity and innovation.

By recognizing diversity as a strength and ensuring we have the full spectrum of ideas at the table, Canada stands to benefit with firms that are increasingly innovative and increasingly financially successful.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 5:05 p.m.
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NDP

Sheri Benson NDP Saskatoon West, SK

Madam Speaker, I want to thank the Minister of Status of Women for her comments and for giving a good description and sharing with us some very important statistics that really describe a situation we know, that corporate Canada and the many boards are still very unequal. They do not have gender parity and still need to move a very long way when it comes to reflecting the diversity of their communities and the diversity of the population on their boards.

We have known the business case for diversity and gender parity on boards for a very long time. Those companies whose management and boards reflect gender parity and the diversity within their communities are more profitable. Most large corporations have known of this business case for a very long time, but it has never been enough to actually move the needle, from my perspective, far enough, fast enough.

I am sure the minister would agree with me there is something, and here is what we see we need to put in place in order to do that.

I guess what I would like to put to the minister is that I do feel we need to have some goals, some way to bring this back to Parliament, so we know whether we are making progress. I would just like to hear her comments on the need for goals and timelines when it comes to this issue.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 5:05 p.m.
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Liberal

Patty Hajdu Liberal Thunder Bay—Superior North, ON

Madam Speaker, I think the hon. member makes a really good point. What we do not measure, we cannot do. We need to be able to measure progress, and I think there are number of aspects in the bill that would allow us to start to do that.

The comply or explain piece around having corporations identify what efforts they are making to diversify their corporations but also explain that to others is one step in terms of measurement. Certainly, this government would not be opposed to reviewing the progress, after an appropriate period of time, to make sure that the measure is stringent enough that we get to where we are aiming to go, which is at least 30% women.