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 / 5:05 p.m.
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Winnipeg North Manitoba

Liberal

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

Madam Speaker, I appreciate the efforts that the minister has made to date on what I believe is a very important file to all Canadians, dealing with the status of women and gender equity.

How important is it to demonstrate leadership? We have a Prime Minister who has shown leadership, virtually from day one in his appointment with a gender-neutral cabinet to what we are debating here today. I would just ask the minister about the importance of seeing that strong national leadership on such an important file.

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, leadership is incredibly important in any culture change. If there is not an expectation that culture will change then, of course, we have no impetus to actually move toward a more equitable culture.

I think the hon. member if quite right in his assertion that leadership matters. We have a Prime Minister who has taken the conversation of gender equality, in my mind, to a place that we never have been in this country before, and it is inspiring, in fact, international leaders.

I think what smart business leaders know is that when they set the tone, they can drive change throughout all levels of their organization. More than that, I think they see that this is not just a social justice issue but this is a fiscal issue. Good social policy, good inclusion policy, means better fiscal policy. That is driving change in ways that we have not seen before, as well.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 5:10 p.m.
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NDP

Sheri Benson NDP Saskatoon West, SK

Madam Speaker, I would just like to ask the minister to reflect on this comment. We know that the Canadian Board Diversity Council, after reviewing comply or explain, where it has been used, and where it has been applied, has not found it is has really led to meaningful change or consistent improvement in the case of change.

I would like to hear her comments on that.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 5:10 p.m.
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Liberal

Patty Hajdu Liberal Thunder Bay—Superior North, ON

Madam Speaker, I reflect back on the experiences I had in public health driving complex behaviour change.

In fact, if a move is made to go straight to legislation, often there is no compliance and there are many other barriers. People find ways around the legislation.

What we are hoping to build here is a consensus among organizations, corporation organizations, that this is good, not just for their businesses, not just for social justice, but for good fiscal outcomes. Then we can assess that progress as we go.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 5:10 p.m.
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Conservative

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

Madam Speaker, I rise today to speak to Bill C-25.

I do not believe that there is a person in this room who can effectively argue that this bill, in any way, hurts our country. I am the father of two, a three-year-old son and a one-year-old daughter. I want an even playing field for my children so that they know that if they work hard, if they make sensible choices, and if they take calculated risks, they can succeed without concerns about gender, without concerns about race, and without concerns about ethnicity.

What I fail to understand, though, is why Bill C-25 does not propose more. Why is it on one subject with all that is going on around us? It is difficult to understand why there is no original work coming out of the office of the Minister of Innovation, Science and Economic Development.

I do not think the minister understands the gravity of the jobs market Canadian families are fighting in to make ends meet. If he did, we would not be discussing changes on disclosure today without widespread reforms to make Canadian employers more competitive and to create jobs for Canadians looking for new or better jobs. This affects all women, all men, and all children who will soon be in the workforce.

Now I know that the minister will argue that another accountant filling out another line on another tax form so that another bureaucrat in Ottawa can create another spreadsheet is an intensely important issue that needs to be prioritized above all else, but I am sorry, I cannot.

We are a year into the mandate of the government, and so far, the Minister of Innovation, Science and Economic Development has failed to introduce one piece of legislation regarding innovation. So far he has tabled two bills, the first regarding copyrighted works and the second regarding the disclosure of the makeup of boards. I do not believe that these bills are unworthy of presentation in any way. That is not what I am saying.

After all, it was work done by the former Conservative government that created these bills in the first place. What Liberal insider in what ivory tower decided that the most pressing issue to deal with right now is not the estimated 52,000 oil and gas workers laid off since last year and unable to pay their bills? What Liberal insider decided that the priority is not finding a way to support the more than 40,000 manufacturing jobs lost in the last year? What Liberal insider decided that the priority is to go to a roomful of work by the previous government, change the colour of the binder it was written in, and put this on the floor of Parliament, without a single mention of the struggling families at home? That is if they can get a home, after the government instituted new borrowing rules that make it even more difficult for first-time home buyers to purchase a coveted first home.

I get it. When the Prime Minister is reducing the average Canadian worker's take-home pay with new payroll taxes, when the Prime Minister is eliminating tax credits for children for sports and culture, when the Prime Minister is removing opportunities for Canadians to save money tax free through tax-free savings accounts, and when the Prime Minister is introducing a carbon tax that will take $2,500 out of every single Canadian's pocket, the finance minister needed to change the qualifications for mortgages to higher thresholds.

Why? It is because Canadians have less take-home money in their pockets to afford their mortgages. The government is setting up a permanent tax office in the pockets of Canadians. Please tell me how this helps Canadian men or women break the cycle of poverty. It is another government-created solution to another government-created problem.

Canadians only have take-home pay if they have jobs. That seems to be a pretty big issue right now, and I think people at home would agree.

We have fewer jobs in two of the largest sectors of our economy and an affordability problem in housing at the same time. As if it is some comedy of failures we would see in a Shakespearean play, the government does not stop with taking money people are earning now; they run up Goliath-sized deficits so they can take more of their money tomorrow. Yet we are discussing changes to corporate disclosure laws and rules without any mention of the Canadian economy and how it is failing women and men of all ages.

Not only has the number of manufacturing jobs been reduced by over 40,000, the number of jobs available for youth aged 15-24 is down by a whopping 48,000 year over year, according to Statistics Canada. These results are blinding when compared with the Liberal promises that outlined an increase in youth jobs by 40,000 this year alone. “We will invest to create more jobs and better opportunities for young Canadians” is literally a portion of the Liberal platform.

How is it that the current government can contribute only two bills in 12 months, from the Minister of Innovation, Science and Economic Development, and with those bills fail to consider the daily fight to make ends meet for Canadian workers? Perhaps I am not effectively communicating the state of the economy for Canadian workers. Maybe the government is inclined to listen only to international elites on the state of the economy the Liberal government presides over. That is just fine.

In October, the International Monetary Fund downgraded Canada's real GDP growth to 1.1% from 1.3%. It makes total sense. Fewer Canadians working plus fewer Canadians buying houses and services equals less Canadian wealth and less Canadian GDP. The problem is that the IMF, the International Monetary Fund, has also downgraded economic growth for 2017. Instead of growth at 2.2%, the International Monetary Fund has reduced the outlook to 2% flat. Following this downgrade, the Bank of Canada has followed suit and has reduced our current year's outlook for economic growth from 1.4% to 1.2% and 2017's economic outlook from 2.1% to 1.9%.

Yet the Minister of Innovation, Science and Economic Development is silent, some would say MIA, missing in action, and without a single competent piece of legislation to support our struggling economy, unless changing the rules of disclosure and copyright will spur the economic growth we have been looking for in this country. Again, I am not against the bills that were tabled. I am merely highlighting how ineffective and lacking the government's approach to our current economic woes has been and continues to be.

I believe that governments are elected to institute a plan, one that will hopefully improve the lives of Canadians. After our government determines what that plan is and the best way to achieve it, each and every piece of legislation should work toward achieving that goal. Maybe these two pieces of legislation that have been tabled and moved by the federal government this year will do that and help the government achieve these goals. Unfortunately, there has been no plan communicated or brought forward before this House to validate them against.

After a full year in office, the Liberals have failed to provide a copy of their plan to underpin the Canadian economy, to spur innovation and reform in struggling sectors, or to tell our hard-working Canadian families what it is they are trying to achieve on our behalf. If Canadians believe these folks in government, and if they believe the Minister of Innovation, Science and Economic Development, they will believe that the Liberal Party has a plan that is really good, really big, really fantastic.

On February 1, the Minister of Innovation, Science and Economic Development told the House that the government had a plan. On February 3,18, 23, and 25, the minister said that the government had a plan. On March 7 and 8, he said that they had a plan. The only problem is that his government's budget just three weeks later, in March, said that the Liberals would get a plan together at some point in the next two years.

I have said before in this House, and I will say again today, that the government does not have a plan. Prime Minister Trudeau does not have a plan for Canada to succeed, and the Minister of Innovation, Science and Economic Development does not have a plan to spur innovation or job growth or to create an environment in which Canadian businesses and Canadian workers can succeed. They have a plan—

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 5:20 p.m.
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Liberal

Adam Vaughan Liberal Spadina—Fort York, ON

Madam Speaker, I recognize that the member is reading prepared notes, and those notes may not have been prepared necessarily for presentation in the House, but when one makes a presentation in the House, one is not to use the proper names of members who are duly elected.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 5:20 p.m.
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NDP

The Assistant Deputy Speaker NDP Carol Hughes

The member mentioned the name of the Prime Minister. As members know, they cannot name individuals who are elected in the House. They can mention them if they are no longer elected to the House.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 5:20 p.m.
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Conservative

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

Certainly, Madam Speaker. I try not to say his name as much as possible, so I certainly apologize to the member on the other side of the House.

The Liberals have said that they have a plan, but unfortunately, all they have is a plan to have a plan. It is so good, so big, and so fantastic, it is imaginary and does not exist.

A plan to have a plan does not create a single job. A plan to have a plan does not put food on a single Canadian table, except the minister's, of course, and a plan to have a plan does not pay extremely high Ontario Hydro bills. A plan to have a plan does not help unemployed oil and gas workers get back to work. A plan to have a plan does not spur confidence or hope in the opportunities that exist in this country.

I am sure the minister wants to know why. It is because while he is taking two years to come up with a plan, people are actually hurting. People are wondering how they will pay for food this week, their mortgage next week, their rent the month after, their kids' sports, their parents' medical bills, their anniversary dinner, and their gas to get to work.

Canadians do not have two years to wait. Some do not have two weeks to wait, yet the only response to the downgraded economic outlook by the Bank of Canada and the International Monetary Fund is silence. “Wait,” the Minister of Innovation, Science and Economic Development would say, “we have a plan and a committee of innovation leaders to prove it. We appointed 10 innovation leaders to ask people out there and to teach us how to make Canada more competitive”.

For the record, if the government wants to know how to innovate, then ask the most innovative leaders in Canada and maybe start with the Canadian Council of Innovators, 50 of the country's top tech and advanced manufacturing CEOs in Canada. In fact, we do not even have to go out to find them. They actually came here last week, the same day the Prime Minister was meeting with their top competitors from outside of Canada.

I decided to meet with them and listen to their ideas. They told me that the committee of successful bureaucrats, university and college professors, and venture capitalists from the innovation leaders committee had not interviewed a single one of the top 50 tech CEOs in the country. The committee whose sole purpose is to discover how to harness the power of innovation has not consulted the top innovators in Canada.

These government folks love the photo ops, love committees, and love talking, especially about plans, but when it comes to delivering real results, identifying real opportunities, with real innovators, real change went to Amazon.

I can see it now. My Liberal colleagues will say that they do not need to move bills in the House of Commons to be effective in government. They can spend money, or as governments always say, invest.

First, I would ask why we do not spend money on a plan that would help Canadian employers become more competitive. That is only half the problem. The real problem is that governments of all stripes can just spend our money and then pat themselves on the back for doing it.

Government members will stand up in this House bragging that they have given tax dollars to this company and that company. It is wrong. I do not want the government to measure its success by the amount of money it is spending recklessly to race to the bottom of the well known as the Canadian taxpayer. We want the government to measure its success by how successful it is, not by how much money it can spend and how fast it can do it.

I want to focus on the practical plans the government should engage in. Number one, do no harm. Keep taxes low and red tape minimal and allow entrepreneurs to do what is best for their businesses and their workers.

Be responsive. When 50 of the country's best and brightest come all the way to Ottawa, show up.

Streamline programs, making it easier for companies to respond to and be successful in their applications, as it has become so onerous and slow that companies do not bother to respond and miss opportunities to create jobs.

Recognize why these problems exists and reform them as necessary. Too often, programming is designed to make it easier for the government to do the business of government rather than for business to do business.

Be proactive. Pick up the phone. Mandate ministry-wide quotas on client outreach to find ways to support entrepreneurs creating jobs.

Set measurable targets, as it has with the bill. Whether it is the level of technology, the number of successful companies, market share, or productivity, replace the platitudes of politicians and spending with measurable targets.

Reform the CanExport program so that companies can effectively enter and expand in target marketplaces instead of penalizing companies that have fostered a footprint in a marketplace already.

Recognize that there is a brain drain to the United States and focus resources on creating conditions that keep our talent at home in Canada, and target international talent to make Canada their home.

Ensure that our technical standards are adopted, especially where we are industry leaders and where it will benefit our industries to maintain excellence and a competitive edge for our entrepreneurs.

Finally, follow-through on a commitment to give employers who hire young people, both male and female, a 12-month break on employment insurance premiums.

Instead of enacting these types of practical approaches to maintain jobs, or help the private sector create jobs, the government is treading water.

I support the use of good data to support good decision-making. I know that the bill would encourage the collection of data, and outline the participation level of different demographics on boards of directors, but this measure by itself is not going to deliver a single job to a single person, male or female.

It is also ironic that the government is finding the knowledge and capacity to project measurable standards on the private sector corporations, but has not outlined a single, measurable economic target for itself in its full year in office.

I guess my expectations from our government is this: that it would bring forward practical solutions to help people dealing with a slumping economy; that it would prioritize the citizens of our country who are hurting as job losses mount month after month, with the only exception being the public sector.

I do not want the government to focus on new ways to get information from businesses and accountants, and call it a strategy to grow the number of jobs for women in this country. I want the government to present a plan that would create conditions for Canadian workers, regardless of gender to do what they do best, provide for their families and build their future.

Is it a noble cause to require big corporations to be transparent with the make-up of their board? Yes, it is. But as I have said, this does not put a single person to work, put food on a single table, or help a single Canadian who is struggling to make ends meet.

Canadians expect more out of their government, more than photo ops and selfies, more than non-stop spending, more than new lines on tax forms, and more than more taxes and less jobs. Canadians demand the vision to plan and the gumption to act.

We know the government can see what is happening. It gets the same information we do from the Bank of Canada, Statistics Canada, and the International Monetary Fund, yet it is failing to act.

In the words of Helen Keller, the most pathetic person in the world is someone who has sight but no vision.

Today, I will finish with my favourite proverb from the Book of Proverbs, “Where there is no vision, the people perish...”

The government has no vision for our economy, and Canadian jobs are perishing daily in the private sector.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 5:25 p.m.
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Spadina—Fort York Ontario

Liberal

Adam Vaughan LiberalParliamentary Secretary to the Prime Minister (Intergovernmental Affairs)

Madam Speaker, I listened to the member opposite talk about the brain drain. I can certainly say that from my vantage point, there has been no brain drain in my constituency, but the half from that side of the bench has seen a lot of brain drain, considering the quality of comments we are hearing in this debate.

The issue of parity in the corporate sector is to ensure everyone has a fair chance to succeed inside the corporate structure of our country, and to ensure that regardless of gender, someone has a position and an opportunity to lead. We know that women have been paid 63¢ on the dollar for generations. We know that women have been held back by discriminatory hiring practices. To say that the bill has no economic impact in the country is to say that women have no economic impact in the country. I find that, quite frankly, insulting to everyone who sits in the House.

The issue is this. The government does have a plan. The government has invested close to $60 billion more over the next 10 years in infrastructure, infrastructure that your party did not invest in—

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 5:25 p.m.
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NDP

The Assistant Deputy Speaker NDP Carol Hughes

Order. I want to remind the member that he is to address the Chair. We do not say “your” or “you” in the House. Also, if the member wants a response today, we would need to provide that opportunity right now before we go to votes.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 5:30 p.m.
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Liberal

Adam Vaughan Liberal Spadina—Fort York, ON

Madam Speaker, I am not sure I do want a response, but I will try to ask a question.

On the infrastructure spend, every billion dollars in infrastructure supports 16,700 jobs. That comes from private industry itself.

Do you not agree that infrastructure—

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 5:30 p.m.
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NDP

The Assistant Deputy Speaker NDP Carol Hughes

Order. I may not agree because you have redirected it. Again, it is not “you”.

I know the parliamentary secretary has been here long enough to know that he needs to address the Chair.

A very brief answer from the member for Barrie—Springwater—Oro-Medonte.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 5:30 p.m.
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Conservative

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

Madam Speaker, it is interesting that the member opposite talks about not knowing about the brain drain. That is because the Prime Minister and his party did not show up to the top 50 tech CEOs who told us that, hour after hour last week, and they failed to consult those who know in the community.

Quite frankly, regarding the bill, I have said over and over again that I support it, and I do. What I am looking for is more than two bills that you took off the old government shelf, and put out on the floor a year into your mandate. Do something—

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 5:30 p.m.
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NDP

The Assistant Deputy Speaker NDP Carol Hughes

Order. I want to remind the member that I had just reminded the other member to address the Chair.

The member will have seven and a half minutes remaining for questions and comments when the bill is back before the House.

The House resumed from October 26 consideration of the motion that 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 read the second time and referred to a committee.