Bill C-25 (Historical)

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

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.

Canada Business Corporations Act

[Marilyn Gladu, Conservative, Sarnia—Lambton, ON]

Mr. Speaker, I noted that this is legislation that the Conservatives brought forward. Could the member comment on the efforts of the Conservatives to reduce red tape in corporations?

[Jamie Schmale, Conservative, Haliburton—Kawartha Lakes—Brock, ON]

Mr. Speaker, of course, we support on this side anything we can do to help small businesses thrive and create an environment that breeds private sector growth and success. I think we all recognize that in order to invest in the priorities of any government, taxes have to come from somewhere, and in most cases, that is from small business, whether it be the taxes they pay or the taxes of their employees. They are the wealth creators of our communities.

The issue that we see coming forward from members opposite is of putting barriers in place that stop that growth, and stop that development of private sector business. When we put the people who have the “help wanted” sign in the window out of business or even out of competition, or they are not even starting up in the first place, we do not really have much success in our communities. A number of our communities are built on the success of small business, and we want to see that continue, because we do appreciate the importance and the role they play.

[Martin Shields, Conservative, Bow River, AB]

Mr. Speaker, I appreciate the excellent speech from my colleague. One of the things he talked about was the importance of jobs, jobs, jobs that he is hearing from his constituents. He also talked about red tape.

Maybe the member could respond a little more in the sense of what is really important for the people in his riding.

[Jamie Schmale, Conservative, Haliburton—Kawartha Lakes—Brock, ON]

Mr. Speaker, of course, as the member mentioned, it is jobs, jobs, jobs.

A lot of my community is built on small business. We have manufacturing. We have tourism. We have agriculture. All of it needs the help of small business. All of it needs trade deals. All of it needs access to market. We also need to be able to start those businesses up and make them successful.

We want young people to go into agriculture and continue the farming operations. However, if it is not viable, chances are they are not going to do it. We need to give those farmers access to markets, to market their products.

We all know, and it is known around the world quite widely, that Canadian beef especially, or any product, is some of the best in the world. We need to continue to ensure that these products get to market and give farmers a fair return for their day's work.

We do appreciate the work they do, as well as the work of the small businesses. My riding has an enormous number of small businesses, and they are struggling to get by. Here in Ontario, we have some of the highest energy prices in North America, and that is hindering the growth of the small business.

My advice to the government is to listen to the CFIB and take some of their suggestions forward to help small businesses grow and survive.

[Len Webber, Conservative, Calgary Confederation, AB]

Mr. Speaker, I listened to the member's speech quite closely.

I would like to ask the member a question with regard to gender equality in the boardroom. I am curious to know about his history, what boards he has served on, and what type of structure the boards had with regard to gender. In particular, what about the board of directors in his own riding, his Conservative board? I would be curious to know about the structure of that.

[Jamie Schmale, Conservative, Haliburton—Kawartha Lakes—Brock, ON]

Mr. Speaker, that was a long question, and I will be as brief as possible.

Of course, we want diversity as much as possible on any board, whether it be corporate, here in Parliament, or on the EDA. I am proud to say that I have a large number of women serving on my EDA. My vice-president is female. Most of my executive are female. I appreciate the contribution they make. They are strong, smart women.

We, all around this House, want to see contributions from all members of society, because we do appreciate their diverse and differing opinions on a wide range of topics.

[Marilyn Gladu, Conservative, Sarnia—Lambton, ON]

Mr. Speaker, recently the Minister of Innovation, Science and Economic Development introduced 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 proposed amendments by the Liberals to Bill C-25 stem from a House of Commons committee-led statutory review in 2010, which in turn led to a further consultation undertaken in 2014 by our previous Conservative government.

Stakeholders raised many important and complex points on a number of corporate governance issues during the consultations. After our previous Conservative government concluded the consultations in 2014, we made a proposal to modernize Canada's corporate governance framework in our 2015 budget. For those members in the House who are not aware, let me read an except 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...to 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....

Bill C-25 is the minister's second piece of legislation that he has tabled since being in office now for a year. Just like his first piece of legislation, Bill C-25 came straight from our previous Conservative government's 2015 budget.

I am pleased to see that the hard work our previous government did is continuing through the Liberals, in their need to produce some form of legislation while keeping up the facade that they are hard at work. I do not call this hard at work, and neither do Canadians. However, if the Liberals want to continue taking unpassed Conservative legislation and unfinished work and bringing it forward, they will see our support.

The legislation being brought to the House, overall does not speak well for the Liberal government's priorities. With hundreds of thousands of people out of work in this country, trade deals not signed, pipeline deals stalled, and terrorism on the rise, we have spent days talking about Bill C-18, a park in Toronto, and Bill C-16, about protection of rights that already existed provincially and in the Charter of Rights, and then nearly a week talking about changes to the CPP that will not benefit anyone for 40 years. Soon we will be spending our time discussing whether to make it legal to have anal sex between the ages of 16 and 18.

Seriously, these are the priorities of the present government in the face of serious economic and security circumstances? However, I digress.

If adopted, Bill C-25 would result in 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 are privately held, a large number of Canada's largest reporting issuers are also governed by the CBCA.

The proposed amendments cover several key corporate governance matters: majority voting, individual voting, annual elections, notice and access, diversity-related disclosure, and shareholder proposal filing deadlines. I am pleased to see that the Liberals moved forward with the “comply or explain” model that our previous government had proposed. It has been proven that more diverse boards lead to better overall decision-making, better boards, better organizations, and better economies.

Our Conservative Party has never been on the sidelines when it comes to diversity firsts in Canada. It was the Conservative Party that had the first female prime minister, elected the first female MP to the House of Commons, the first Chinese, Muslim, Black, Latino, Hindu, Pakistani, Japanese, and physically disabled MPs, and, of course, the first female engineer in the House of Commons. You knew I was going to say that, Mr. Speaker. Our Conservative Party believes in merit, not quotas, and I am pleased to see that we are not going to be missing out on talent.

Since the Ontario Securities Commission implemented the “comply or explain” model two years ago, 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% on boards.

Implementing the widely used model is the first step to seeing these numbers increase. If enacted, that change would affect about 600 of the approximately 1,500 companies on the TSX.

As chair of the committee on status of women, I can say that our next study will be on improving the economic circumstances of women in Canada. This legislation is aligned with what we would like to see as end results, more women in executive positions and on boards, more women in science, engineering, technology, and math jobs, and gender parity in the workforce.

Research into the effectiveness of teams shows that teams who work more harmoniously are 10% to 20% more productive. One of the findings is that adding more women to teams makes them more harmonious. I support all of these efforts to drive us in the right direction with respect to diversity and inclusion across our country.

When it comes to modernizing corporate governance and reducing red tape, our previous Conservative government made massive strides. We believed in fostering an environment in which businesses could grow and contribute to Canada's long-term prosperity. We recognized 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 will do just that. They will reduce business uncertainty, create a competitive marketplace, and prevent anti-competitive practices. These amendments will also reduce the administrative burden on businesses.

Our previous Conservative government set a precedent, the first of its kind in any country, when we introduced the one-for-one rule. It brought a new level of discipline to how governments foster a more predictable environment for business, through the reduction of red tape. We took a number of steps to reduce red tape for businesses. Since 2012, the red tape reduction action plan has been proven to be a successful system-wide control on the growth of regulatory red tape. Our previous government saved Canadian businesses over $22 million in administrative burden, as well as 290,000 hours in time spent dealing with unnecessary regulatory burden.

Further enhancing the changes we had made while in government, Bill C-25 was to be our next step in modernizing corporate governance. More accountability and transparency are key for any organization or government. A high performance board is accountable.

The right to vote is important for shareholders and fundamental to democracy. I am pleased to see that shareholder democracy and participation will better align with securities rules, and will require corporations under CBCA to hold annual elections, elect directors individually, and use a majority voting standard. This proposal will bring an end to the debate over those circumstances in which an under-supported director could remain on the board.

The proposed amendments in Bill C-25 will further implement many policies and practices that are already addressed under TSX rules and securities laws. Modernizing the acts addressed in Bill C-25 is a welcomed improvement to the federal corporate statute, and a reflection of the need to enhance companies' corporate governance practices.

If the minister wants to continue putting forward legislation straight from the Conservative budgets, well, those are welcomed too. Certainly, I would love to see some that would bring jobs to our country and address the tax burden that small businesses are facing, especially in light of the additional levels of carbon tax being put in place and the broken promise to reduce small businesses taxes. I would like to see the government move in a direction that will strengthen corporations and small businesses, and actually create jobs to address some of the issues we are facing in the nation.

Obviously, as the chair of the status of women committee, I applaud any moves to accelerate us in getting more women in businesses, on boards, and in senior positions. Certainly, I will be working with the whole committee to look at tangible ways that we can do that. I will bring those forward to the government, in the hope that it will implement that legislation, and those recommendations as well.

[Erin Weir, NDP, Regina—Lewvan, SK]

Mr. Speaker, the member for Sarnia—Lambton was touting the one-for-one rule to reduce regulation. I wonder if she perceives a risk that civil servants might hang on to obsolete regulations so they have something to get rid of when they need to bring in a new regulation. In other words, is it not possible that this policy could have an unintended consequence of keeping obsolete regulations in place for longer?

[Marilyn Gladu, Conservative, Sarnia—Lambton, ON]

Mr. Speaker, there is a risk any time we put anything in place that people will play games and try to do the wrong thing. However, I would encourage the government to look at efficiency. Engineers are all about efficiency. I would even stretch beyond the one-for-one rule and try to eliminate all the unnecessary red tape that is affecting small businesses and corporations today.

[Kevin Lamoureux, Liberal, Parliamentary Secretary to the Leader of the Government in the House of Commons]

Mr. Speaker, a number of Conservatives have stood up and made reference to the legislative workload. We can talk about Bill C-2, the middle class tax cut; Bill C-26, a negotiated agreement where we have seen significant agreement across the country among different provinces and territories; and things like medical assistance in dying.

Right now we are debating Bill C-25, a bill for which the Conservative Party wants to assume the credit, saying that it is, in essence, a Conservative bill. If it is a Conservative bill and we are trying to move things along, why would the Conservatives not allow it to continue through the process?

[Marilyn Gladu, Conservative, Sarnia—Lambton, ON]

Mr. Speaker, certainly we are very supportive of the bill, because it is a Conservative bill being brought forward.

The Liberals ran on a platform. They have broken most of their promises. I think Canadians had an expectation that they would actually introduce legislation along the lines of all the things they promised. That is what we were expecting.

[Diane Finley, Conservative, Haldimand—Norfolk, ON]

Mr. Speaker, the member for Sarnia—Lambton has come a long way, like me, through male-dominated industries.

I am wondering, based on what she has learned in her own experience, based on her experience at Status of Women, and based on this legislation, what advice she would give to women who aspire to sit on corporate boards and become the chair and to corporations as they recruit for their boards of directors.

[Marilyn Gladu, Conservative, Sarnia—Lambton, ON]

Mr. Speaker, certainly in my experience I have seen a lot. When I first started, there were only 13% in engineering who were women. I was always building a washroom every place I worked, because there were no women's washrooms in any place. I was usually the only woman in the room at any given time.

I have lived through a bunch of different things. Affirmative action came into place when I was with Dow Chemical in an office in the middle of Michigan. There was a U.S. quota system, which was actually disastrous, because women were not necessarily promoted on merit. That was not the way to do it. I went on to work in various ways in my position as director of engineering and construction at Suncor to try to encourage the hiring of women. We can really start to see the difference by making sure that we have targets when trying to get gender parity in terms of who we are hiring.

When it comes to getting women promoted through the ranks, I was promoted to the point that I was overseeing 254 plants globally at Dow, and I was reporting to the people who reported to the board. I was one of the few women at that level.

When choices are made about board appointments and executive appointments, people tend to pick those they know and those they are networking with, and women are not always in that network.

One of the initiatives Status of Women put together was keeping a list of prominent and excellent women for promotion to boards of executives so that when opportunities and openings became available, nobody could say that they could not find any good women, because there was always a great list. I think that is a super idea.

[Sheila Malcolmson, NDP, Nanaimo—Ladysmith, BC]

Mr. Speaker, I will start by indicating that I will be splitting my time with my colleague, the member for Regina—Lewvan.

We just went through an American election that disparaged women's leadership. I would like to see Canada and all Canadian parliamentarians send a strong message about the important role of women in leadership.

Last week I was really proud when the New Democratic caucus arranged an all-women's question period lineup the first day after the U.S. election. We wanted to promote women in politics and make sure that we were showing that women who are elected take their voice and are given a voice and fight back against the sexist notions we heard throughout the U.S. election.

Women are still under-represented within our country's decision-making bodies in every area. We have a lot of work to do in that regard.

Talking today about board of director appointments, only 27% of members of boards of directors of crown corporations, agencies, and commissions across our country are women. Those are appointments the federal government has an exclusive responsibility to make, and it is not providing appointments to those boards of directors that actually reflect the diversity and gender makeup of our country.

New Democrats are proposing concrete action to ensure the equality of men and women in many areas, but in this case on crown corporation and federal commission boards. My private member's bill, Bill C-220, is an act to amend the Financial Administration Act with respect to balanced representation. It aims for gender parity in crown corporation and federal commission appointments within six years of its adoption.

This bill has been introduced by a number of New Democrat members of Parliament over the years, such as the member for London—Fanshawe, and most recently, former MP Anne-Marie Day. It was defeated by the Conservatives but supported by both the Liberals and New Democrats when it was debated and voted on in 2014.

When we have appointed women to crown agencies, we have had some great successes. Last night we were meeting with the board of directors of VIA Rail, which has gender parity on its board. Its chair is a woman who is a fantastic proponent of this very important public service. Very recently, in my own community in Nanaimo, Erralyn Thomas was appointed to a local government commission, the Nanaimo Economic Development Corporation. Erralyn Thomas is an elected Snuneymuxw First Nation councillor. I am very glad to see her take that leadership role in my community.

The Nanaimo Port Authority has a majority of female board members. I love telling the story of how this happened, because it is a bit outside the norm. We have the Laurentian Pilotage Authority, which I believe has zero women. That is another federal agency. However, the Nanaimo Port Authority has a majority of women.

I asked the, at the time, male chair of the board how this came to be. He said that the transport minister of the day, who sits in this House but now on the Conservative side, refused to approve any of the appointments being proposed by the Nanaimo Port Authority for its board of directors until it had some women in its pile of recommendations. It finally got the message. It proposed strong women in our community—engineers, accountants, community leaders—and I would argue that as a result of having appointed a gender-balanced board, the Nanaimo Port Authority meshes much better with the community of Nanaimo. It has better community relations. It is actually prioritizing relations with area first nations in a way it has not before.

We do well when our federal boards and commissions actually reflect the diversity of our country. When we prioritize gender-balanced appointments, we find those good candidates who have not been appointed up to that point.

The problem with this approach is that it relies singularly on the good intentions of the responsible person of the day, in this case a former Conservative transport minister, who asked me not to name her, because she thought she would sound like a New Democrat. I think I just did.

The same goes for the Liberal appointment of a gender-balanced cabinet. I applaud that, but that was at one point in time. There is nothing that actually benefits women on the ground. There is nothing that sets in stone that appointments in the future, at any level, will actually be gender balanced.

A significant failing of this bill we are now debating is that it makes no reference to federal crown appointments.

I am going to try to convince this House that the federal government would be more effective telling co-ops, corporate boards, and the business community to appoint gender-balanced boards of directors if it actually got its own house in order first and did its own homework on the decisions being made right at home.

This was a Liberal government commitment. They are expected to do their part to fulfill the “government's commitment to transparent, merit-based appointments, to help ensure gender parity”. That is in the mandate letter to the Minister of Status of Women. The Prime Minister asked for support for the Privy Council Office “as it develops monitoring and reporting processes to ensure that the government's senior appointments are merit-based and demonstrate gender parity”.

In a late show debate last week, the Parliamentary Secretary for Status of Women said that there are 4,000 Governor in Council and ministerial appointments to commissions, boards, crown corporations, agencies, and tribunals across the country coming up. However, although we were in a debate about gender equality, she said nothing about whether they actually were making those appointments in a gender-balanced way.

We asked the Library of Parliament. There were no stats at all on whether those appointments are being made in a gender-balanced way. I have asked the Minister of Status of Women in correspondence and have not had any answer.

We know this is a direction and a commitment of the government. We want to see it realized. It is badly needed. We have a number of crown agencies that have either no women or hardly any women.

There has been great reporting by Metro News on this recently here in Ottawa. They named, for example, the Bank of Canada, the Canadian Dairy Commission, Canada Mortgage and Housing Corporation, the National Capital Commission, and the Canadian Air Transport Security Authority as having none or few women on their boards. That is an embarrassment in 2016, or actually in any year.

Bill C-25 purports to address issues of gender parity and shareholder democracy, but it does not get its own house in order first. It makes no reference to federal appointments. There is a Senate bill, Bill S-207, the boards of directors modernization act , which is actually much more in line with the New Democrat approach. It does propose a direction and legislation on crown appointments being gender balanced. We applaud the Senate for going further than the government is.

I will finish with some criticism of the Bill C-25 approach. The “comply or explain” model, which is being relied on in this legislation, has been described by the Canadian Board Diversity Council as “not leading to meaningful disclosure and a consistent improved pace of change”. It notes “a growing sentiment that quotas may be necessary to bring about the desired change”.

Canada continues to lag behind other countries when it comes to women in leadership positions. The Liberal government, we are sad to see, seems content to apply the same aspirational targets and models that have not worked that the Conservative government had. I am dismayed to see the similarity of an approach that did not work under the Conservative government. Why would it be any different under the Liberal government?

This is only the second time in 40 years that Canada has addressed the issue of corporate governance. This is not a bill, in my view, that represents #realchange. It falls short in many respects.

In closing, we will be better as a country, our governance will be better, if our decision-making bodies better reflect the diversity and strength of our country. We would very much like to see this bill amended to incorporate the elements of my private member's bill, Bill C-220, which would get at the requirement to have gender-balanced federal commission appointments. The government should take the power it has and make the appointments it has the sole responsibility for. This should be a priority. It would be a true action that would implement the government's feminist rhetoric.

[Sheri Benson, NDP, Saskatoon West, SK]

Mr. Speaker, I want to thank my hon. colleague for her work, not only on the Status of Women committee but also in her community and in Ottawa.

I would like to hear a few more comments from her on why it is so important we take every opportunity to walk the talk and get our own house in order. Her bill looks at federal commissions, crown corporations and areas in which the federal government could implement important things like gender parity.

We have had the business case for the last 10 years that businesses with more women on their boards do better, and all that. It has not moved the needle enough. It has not had a lot of progress. Would my colleague like to make a few more comments on that?