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 / 3:20 p.m.
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Mississauga—Malton Ontario

Liberal

Navdeep Bains LiberalMinister of Innovation

moved 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.

Mr. Speaker, I rise to speak to Bill C-25. This government is making innovation a priority. That means means helping Canadian companies drive growth and create jobs that strengthen the middle class. It also means growing companies that can compete in the global marketplace.

The government's inclusive innovation agenda is a plan to drive economic growth through innovation. As legislators, we have a responsibility to set the ground rules for doing business, and we have the means to create the winning conditions for people and companies to innovate and thrive.

It is no accident that our innovation agenda has the word “inclusive” attached to it.

This government recognizes that our country is at its most prosperous when everyone has a fair chance to succeed.

Bill C-25, which I present to the House today, makes important adjustments to the framework laws that govern the Canadian marketplace. These laws set out how corporations are organized.

They also promote investor confidence and a competitive marketplace. These conditions support long-term investment and economic growth, and this bill would make it easier for Canadian companies to harness their innovation to succeed. It would also position businesses to operate in the global and digital marketplace.

Before describing these changes in more detail, I will speak to the global context in which these framework laws operate.

Today's marketplace is complex and changing rapidly. Global companies are becoming local companies and competitors, and new technologies are providing companies with vast amounts of information to make decisions.

Technology also allows transactions to happen quickly across the global, and the global marketplace is more interconnected then ever before. A disruption or discovery in one part of the world can have profound consequences in another.

To remain competitive, companies must understand how their partners, suppliers, competitors, and customers do business. Our government is committed to making Canada a global innovation leader.

This means enabling businesses to grow, increasing our country's productivity, and creating well-paying jobs for the middle class. It also means Canada's marketplace framework laws must be updated to reflect a global and digital economy.

These laws must be updated to enhance investor confidence, foster competition, and contribute to an inclusive economic growth agenda. These laws should also support investment and innovation without unduly burdening businesses.

The amendments I have tabled today would provide the foundation for a 21st century marketplace.

They will align Canada’s framework laws with best practices in jurisdictions around the world.

The bill sets out measures to modify the way corporate directors are elected. The bill also contains measures to improve diversity on corporate boards and in senior management level positions.

The goal is to attract the best and brightest from as wide a talent pool as possible. This is how Canada can make full use of the competitive advantage granted to us by this extraordinary diversity of our population.

Additionally, Bill C-25 would improve corporate transparency.

It will eliminate outdated instruments of commerce and modernize shareholder communications. These changes will reflect the new norms and practices of a digital economy.

The bill would increase business certainty and flexibility as well. It would allow Canadian businesses to focus on what makes them most productive, efficient, and innovative. The laws being amended in this bill include the Canada Business Corporations Act, or CBCA.

This statute sets out the rules that facilitate the interaction among shareholders, directors, management, and other interested parties involved in corporate decision-making. In 2015, there were approximately 270,000 companies incorporated under the act. The CBCA serves as a model for other governance laws.

The Canada Cooperatives Act is the framework legislation for federally incorporated non-financial co-operatives. The Canada Not-for-profit Corporations Act is the framework law for non-share capital corporations. In 2015, there were more than 19,000 federally incorporated not-for-profit corporations under the act.

The Competition Act is a law of general application that addresses anti-competitive business conduct. It examines and seeks to address the activities of firms that may be harming competition in the marketplace. By improving and clarifying the rules under which our firms operate, we are positioning them for long-term growth.

We are also aligning Canada’s practices with international best practices in corporate governance.

October is Women's History Month. This is a time when we celebrate the women who have shaped Canada's history as leaders, entrepreneurs, scholars, artists, and trailblazers in all spheres of life. Let me address what the bill does for diversity.

As I have said before, I firmly believe it is our moral duty to promote diversity and inclusion.

Under-representation of different segments of our population is not only a question of fairness, it affects the bottom line. In the boardroom, as in life, taking into consideration viewpoints from a variety of perspectives can lead to innovative thinking and better performance. Innovation requires fresh ideas, new ideas, and the best ideas can come from anyone, anywhere.

We live in an age when anyone with a smartphone can connect, create, collaborate, trade, and sell, regardless of distance. Because the tools to create knowledge and value are now available to everyone, a teenager can start her own technology company.

A university student can launch a social-media platform that becomes a global sensation overnight.

The broader the talent pool, the greater the potential for the next great app to emerge.

Our government is committed to doing all we can to unlock the full potential of Canadians, especially those who are under-represented in certain sectors of today's economy. I know that all parliamentarians support this goal as well.

Earlier this year, this Parliament unanimously passed, and this was a point of pride, Bill C-11, which allowed Canada to become the first G7 country to adopt the Marrakesh Treaty. I was proud to announce this piece of legislation in the House and see it receive the support of all parliamentarians.

The Marrakesh Treaty benefits three million Canadians who are visually impaired or print disabled. As a result of the treaty, they will have better access to books and other copyrighted materials. As a result of better access to knowledge, these Canadians will be able to fully participate in the economy. That is how our government's commitment to diversity allows Canadians from all walks of life to become productive members of society.

Bill C-25 builds on that commitment to innovation and prosperity through diversity.

As part of the reforms to the CBCA, corporations would be required to disclose to shareholders the composition of their boards and senior management. They would also be required to make public their diversity policies. Those corporations without a diversity policy would have to explain why they do not have one.

This amendment will complement existing measures already adopted by most provincial securities regulators.

It would apply to all publicly traded CBCA corporations, regardless of which securities regulator they reported to.

By taking into account the composition of boards, investors could make informed choices when they exercised their voting rights.

These reforms are designed to facilitate a conversation between shareholders and corporations on how they are promoting diversity.

The goal is to encourage corporations to consider a broader range of candidates and skill sets among their senior leaders.

The second set of amendments contained in Bill C-25 aims to promote greater shareholder democracy. The goal is to ensure that the voting process allows shareholders to have their voices heard in a meaningful way.

The bill would make three key reforms to the process of electing corporate directors. These reforms would affect publicly traded CBCA corporations and publicly traded co-operatives incorporated under the Canada Cooperatives Act.

First, the bill would require the prescribed corporations and co-operatives to hold annual votes for the election of corporate directors. Currently the law permits directors to hold office for up to three years before a vote is required. The entrenchment of company boards can hamper innovative thinking.

Ensuring that shareholders can make changes more often is a step in the right direction.

Second, directors under the CBCA would be elected individually, not as a slate or a group of candidates. An all-or-nothing approach prevents voters from meaningfully exercising their democratic rights and bringing in the board they want.

Third, the bill would permit shareholders to vote explicitly against a candidate in an uncontested election, that is, when the number of candidates was the same as the number of board positions to be filled. Even when there was no competing candidate, a prospective director would still need enough votes in support of her candidacy to make up a majority of the votes cast to be elected.

Of course, there is more to shareholder participation than simply voting. Transparency and clarity are important to shareholders as well.

The bill would modernize shareholder communications to align practices with how businesses are conducted today. The bill would permit CBCA corporations and co-operatives incorporated under the Canada Cooperatives Act to provide their shareholders or members with online access to relevant documents related to an annual meeting. This notice and access system would reduce costs, conserve resources, and increase business efficiency.

In addition, the bill would simplify the deadline for shareholders to submit proposals to directors so that they could participate in meetings more often and effectively.

The fourth amendment would make it clear that CBCA corporations and federal non-financial co-operatives would be prohibited from issuing share certificates and share warrants in bearer form. Much like cash, a bearer share is owned by whoever holds the physical stock certificate. The issuing firm neither registers the owner nor tracks any transfers of ownership, and when these instruments are issued in blank form, they can be used as a vehicle for money laundering or terrorist financing. That is because they are easily transferrable and untraceable.

This amendment would require all shares to be registered. It is a preventive measure that would be particularly relevant to law enforcement.

It will ensure that Canada aligns its rules with the recommendations of the international Financial Action Task Force.

The bill would also amend the Competition Act to broaden the understanding of what makes one business entity affiliated with another. Currently, because of its outdated definition, there is a risk that business between affiliates could be viewed under the law as a joint action with competitors.

The existing law does not fully account for non-corporate structures, such as sole proprietorships, partnerships, or trusts. This uncertainty could lead to companies being needlessly exposed to sanctions under the act, and re-organization among affiliated companies could be interpreted as a merger of competing firms.

That process could require notifying the Commissioner of Competition. It could also incur a fee and a significant amount of paperwork. There is also the risk that a collaborative project between two affiliated companies could be treated as an arrangement between competing firms. It could be misrepresented or misinterpreted as harmful competition or outright collusion.

To address this legislative gap, the bill would update the Competition Act's rules on affiliation and would make the rules business-structure neutral. This update would ensure, clearly and explicitly, that businesses that are engaged in joint ventures with their affiliates are not subjected unwittingly to the act's enforcement provisions.

This amendment will create certainty and replace an outdated framework that can cost businesses unnecessary time and resources.

One of the key features of this bill is that it positions Canada among world leaders in corporate governance. For example, most member states of the European Union have implemented gender diversity legislation. Both the United Kingdom and Australia have required disclosure, including a comply or explain model in the latter case, which saw significant improvements in terms of board representation.

In the United States, publicly listed companies have adopted policies on majority voting for corporate directors. Even in Canada we have seen provincial securities regulators adopt similar rules that promote greater shareholder participation and corporate diversity.

These amendments are an important step forward.

They would modernize corporate governance laws to align with today's technological realities and support business efficiency. They would promote greater transparency, accountability, and public confidence in the marketplace and give investors the information they need to make informed decisions about their investments.

Above all, these amendments recognize the great asset that is our country's diversity. Canada's business community would have a crucial role in promoting diversity. Some have already done so, and I know that others will step up to show that they are committed to growing our economy by tapping Canada's full potential. By modernizing our ground rules and aligning with international standards, Canada can position itself for the inclusive innovation and growth that would propel this country going forward.

I am proud to be launching this important initiative today on behalf of the Government of Canada.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 3:40 p.m.
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NDP

Brian Masse NDP Windsor West, ON

Madam Speaker, comply or explain is one way we can go about having gender equity on boards. It is important to note that this is only the second time this bill has been looked at and amended. We are looking at 40 years of not being actively engaged on this file, and we have seen a lot of financial issues that affected Canadians not only here at home but internationally.

The minister is looking at a comply or explain strategy, but why not take the full step and set targets to chase after to ensure that we do not have to wait around to see what is next.

Some jurisdictions that have gone with this have not been successful in making the transition, so I would suggest that perhaps we need a stronger stick. The carrot-and-stick approach is often used with corporations that have not been doing a good job with regard to some of the equality issues we have had to deal with, and this is one of them. It is not just in Canada, in particular. We are in a time when we need to make sure that there is going to be greater enforcement.

If that is not going to work, I would ask if the minister is open to an amendment I will be proposing that there be a review of this legislation within five years. I want to ensure that there is actually going to be a continuation of this goal of having greater equity in boardrooms across this country. I believe that there will be quite a discussion about comply or explain at the end of committee deliberations, but what is the backup plan?

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 3:40 p.m.
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Liberal

Navdeep Bains Liberal Mississauga—Malton, ON

Madam Speaker, I would like to thank my hon. colleague for his very thoughtful question and his engagement on this bill. We have had numerous discussions about the subject-matter that he raised.

The member is right. The last time we had significant changes to the framework and the framework laws was in 2001. He is absolutely correct in his assessment of the situation at the corporate board level. Only 13.1% have women corporate directors right now. That is absolutely unacceptable. There are 40% of companies that do not have any women on their boards.

This is the challenge with which we are dealing. The idea of comply or explain, and putting forward this policy is really a reflection of watching what happened in the U.K. and Australia, when they put these measures into place. They did see a significant jump in the number of women at the senior level positions, senior management, and at the board level. We are trying to see how this unfolds.

I do acknowledge that the member opposite has put forward some ideas and thoughts with respect to amendments. There is a process in committee to look at that. As a government we do not have a monopoly on good ideas. We always look forward to the opportunity of engaging the opposition, and seeing what ideas they come back with.

That is the underlying premise of this bill. It is promoting diversity, different viewpoints and thoughts, and coming together with a progressive agenda that really speaks to our diversity, and the fact that we want to have an inclusive agenda going forward.

The member opposite raises some good points. I look forward to having that discussion, and so do my colleagues at committee, when he brings those amendments forward.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 3:45 p.m.
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Liberal

Julie Dabrusin Liberal Toronto—Danforth, ON

Madam Speaker, I was happy to hear this presentation, and to hear the minister speak about requiring comply or explain in boards of directors.

Just today, I was at a lunch where we talked about the media coverage of women in sport. One of the issues that came up was that at a board of directors meeting, if there are not that many women present, and they are discussing what kind of coverage they should have of women in sport, the discussion might be quite different if there are more women sitting at the table and participating in that discussion.

Does the minister agree that it is not only about having more women on boards, because it is good to have more women on boards, but because of the ripple effect that it can have as to the way we do things in this country? It can have a ripple effect that could actually bring gender parity all the way through different ripples, if we include more women.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 3:45 p.m.
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Liberal

Navdeep Bains Liberal Mississauga—Malton, ON

Madam Speaker, the member raises a very good point. It is not simply a moral duty and obligation that we have as a society to make sure we see better diversity reflected at the most senior levels, at the board level, and senior management, it is also good business practice. It is good for the bottom line. It is good for the customers. It is good for having new, creative ideas and solutions, and being innovative, thoughtful, and progressive.

We want to make sure that we see this replicated, not only in corporate Canada but at the government level. Under the leadership of our Prime Minister, we want to demonstrate that, as we move forward with appointments, we have a process that is really going to bring the best and brightest forward. We are also going to have a strong diversity lens to make sure that we reflect the true diversity in society in the government appointment process.

We also want to not only show leadership at the government level but to tell corporate Canada and businesses that they have a responsibility, an obligation, to promote diversity. I am confident, when they put forward the diversity policies, it is going to be very engaging for the shareholders, and it is really going to be good for the bottom line.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 3:45 p.m.
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Conservative

Luc Berthold Conservative Mégantic—L'Érable, QC

Madam Speaker, this bill is clearly of great interest to us.

I was the mayor of Thetford Mines for seven years, and there was only one woman around the table of ten councillors. When she decided to step down, I was very worried that the council would not have female representation. That would have been unfortunate. Together with other community members, I had to find ways to attract women to the job and to ensure that they were engaged and not intimidated by the overrepresentation of men. They have their place on municipal councils and also on boards of directors. I believe that women really do have a place there.

Has the minister thought of other ways to promote these positions on corporate boards? It is good to show openness, but we must pave the way and ensure that women really do have a place, and not just a symbolic place.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 3:45 p.m.
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Liberal

Navdeep Bains Liberal Mississauga—Malton, ON

Madam Speaker, I agree with my colleague. He makes a strong case and asks a good question.

His view is shared by many in the House, and those who were part of the consultation process. Just to highlight that, the Canadian Coalition for Good Governance, for example, is very supportive and said when these amendments are enacted, the federal government will have made many of the important changes required to bring Canada's federal corporate laws to best in class global standards.

We also have received support from the Ontario Securities Commission. Its CEO said:

As we continue to call on corporate Canada to make gender diversity a priority in the boardroom and executive suite, we are especially pleased by the proposal to expand our comply or explain approach to more Canadian companies.

Again, there is more support from the Ontario Teachers' Pension Plan. We want to create this new inclusive culture that promotes diversity at the board level. Hopefully, it will expand to different levels of government, and different aspects of society because it is not only the right thing to do but it is also good for businesses.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 3:50 p.m.
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NDP

Wayne Stetski NDP Kootenay—Columbia, BC

Madam Speaker, I have always believed that the more diverse a committee, or a board, or the House of Commons, the better the discussion and the decision-making.

I am happy to see these changes coming forward. I also hope that the hon. member will support the amendment, and actually attach some targets to it.

I am curious, if there are no targets, what is the government planning to do to at least measure whether this is actually having any impact or not moving forward?

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 3:50 p.m.
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Liberal

Navdeep Bains Liberal Mississauga—Malton, ON

Madam Speaker, the objective of the bill is to change behaviour. The objective of the bill is to see improvements at the corporate level, at the management level, and we will be monitoring it very closely.

We want to see how progress is being made, and that is part of our government's overall objective in promoting diversity. With respect to amendments or changes, I look forward to the discussion that will take place at committee with hon. colleagues. I also look forward to appearing before committee as well to speak about that and many other issues that will be presented.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 3:50 p.m.
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Conservative

Diane Finley Conservative Haldimand—Norfolk, ON

Madam Speaker, before I begin, I ask for unanimous consent to share my time with the member for Mégantic—L'Érable.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 3:50 p.m.
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NDP

The Assistant Deputy Speaker NDP Carol Hughes

Does the member have unanimous consent?

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 3:50 p.m.
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Some hon. members

Agreed.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 3:50 p.m.
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Conservative

Diane Finley Conservative Haldimand—Norfolk, ON

Madam Speaker, the Minister of Innovation, Science and Economic Development introduced Bill C-25, which is 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 in Bill C-25 stem from a House of Commons committee-led statutory review in 2010, which in turn led to further consultation undertaken in 2014 by our previous Conservative government. Stakeholders raised many important and complex points on a number of aspects of corporate governance during those 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 in the House who may not be aware, let me read an excerpt from page 140 of that 2015 economic action plan:

...the Government will propose amendments to the Canada Business Corporations Act 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...

I hate to steal the minister's thunder, but Bill C-25 is the minister's second piece of legislation he has tabled since being in office now for one year. Just like his first piece of legislation, this, Bill C-25, came straight from our previous Conservative government's 2015 budget.

I am really pleased to see that all the hard work that our previous government did is continuing through the Liberals, and their need to produce at least some form of legislation, but I cannot help but wonder if this is what the Liberals meant when they talked to Canadians about real change.

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 privately held, a large number of Canada's largest reporting issuers are also governed by CBCA.

The proposed amendments cover several key corporate governance matters, including 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 we recommended. It has been proven that more diverse boards lead to better overall decision-making, better corporate performance, better organizations, and, indeed, better economies.

Our Conservative Party has never been on the sidelines when it comes to diversity firsts in Canada. In fact, it was the Conservative Party who had the first female prime minister; who elected the first female MP to the House of Commons; the first Chinese, Muslim, Black, Latino, Hindu, Pakistani, Japanese, and physically disabled MPs; and that list goes on. That is a record of which to be proud.

Our Conservative Party believes in merit not quotas. I am pleased we are not going to be missing out on talent, nor will we be losing out on that talent because of artificial quotas.

Since the Ontario Securities Commission implemented the comply or explain model just two years ago, the number of women on boards there has steadily increased to 20%.

However, looking at Canada as a whole, in larger companies women make up an average of 34% of boards. Implementing the widely used comply or explain model is the first step to seeing those numbers increase too. If enacted, that change would affect about 600 of the approximately 1,500 companies on the TSX.

When it comes to modernizing corporate governance and reducing red tape, our previous government made massive strides. We believe in fostering an environment in which businesses can grow and contribute to Canada's long-term prosperity. In fact, we recognize that businesses play a vital role in creating jobs and generating economic growth, and that strong business strategies are central to a company's success in creating and sustaining a competitive edge.

The changes proposed to the Competition Act, as we are discussing today, will do just that. They would reduce business uncertainty, create a competitive marketplace, and prevent anti-competitive practices. The amendments would also reduce the administrative burden on businesses.

Our previous Conservative government set a precedent, the first of its kind in any country in fact, when we introduced the one-for-one rule, which brought a new level of discipline to how government fosters a more predictable environment for business through the reduction of red tape.

We took a number of steps to reduce red tape facing businesses. Indeed, since 2012, the red tape reduction action plan has 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 the administrative burden, as well as some 290,000 hours in time spent dealing with the unnecessary regulatory burden.

Further enhancing the changes that we made while in government, Bill C-25 was to be our next step in maximizing corporate governance.

More accountability and transparency are key for any organization in government, and a high performance board is one that is accountable. The right to vote is important for shareholders and for fundamental democracy.

I am pleased to see that shareholder democracy and participation will better align with securities rules and that corporations would be required under the 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 may remain on the board.

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

If the minister wants to continue putting forward legislation that comes straight from Conservative budgets, well, those would be welcome too.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 3:55 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 suspect the bill would not have been necessary if the former prime minister and Conservative government had been successful at getting the job done on the file. However, I am glad and grateful that the official opposition appears to be supportive of the legislation.

Part of it is also demonstrating leadership on the file. I think we have seen that leadership demonstrated virtually from day one by this particular government when it appointed a gender neutral cabinet.

Would the member not agree that not only is it important that Canada bring forward this legislation but also that it demonstrates the good will we have seen from the Prime Minister and other jurisdictions in Canada to date?

Canada Business Corporations ActGovernment Orders

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

Diane Finley Conservative Haldimand—Norfolk, ON

Madam Speaker, in fact, when we formed government our cabinet was extremely diverse. It had more women than ever before in cabinet, and we were very proud of that.

Not only that, but all of the women who were in cabinet were paid according to their responsibilities. It was not just equal pay for equal title, but equal pay for equal work, which I believe is important. It goes back to being a meritocracy.

As a woman, I do not want to think I got the job just because of the way my jacket buttons, if the buttons are to the right or to the left. I want to know that I got that job because of my abilities. We want to make sure that boards do the same thing, which is why we do not believe in quotas. We know, too, that all the records show that as the diversity of boards increase, so does the performance of the company.

Canada Business Corporations ActGovernment Orders

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

Brian Masse NDP Windsor West, ON

Madam Speaker, I appreciate those comments and would follow-up on the comply or explain model to look at what has taken place in Germany. Chancellor Merkel, one of the strongest women leaders we have known in our generation, just passed legislation to have quotas because in Germany they have been stuck for many years at a smaller amount under comply and explain. Therefore, they have moved to a quota system that will take place rather quickly, by 2018, mandating 30% for blue-chip companies and 50% for the public sector, that being hospitals and not-for-profit organizations.

I would ask the member to perhaps reflect on the German experience and what Chancellor Merkel has done in her country.

Canada Business Corporations ActGovernment Orders

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

Diane Finley Conservative Haldimand—Norfolk, ON

Madam Speaker, it is important to recognize that numerous studies have been done over many years to try to determine what the effect is of having more women on boards and of having people with disabilities on boards, and, indeed in the workplace. In fact, just a few years ago, it was shown that having people with disabilities included in an organization, in particular on the board, increased the morale, productivity, and overall performance of the company.

The question becomes, does the company do better because of hiring those people, or is it a better company because it hires those people? The smart companies do bring on people who have a range of perspectives and talents, and they do not artificially hold anyone back. We want to make sure this happens here, not something that is introduced through artificial quotas.

Canada Business Corporations ActGovernment Orders

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

Luc Berthold Conservative Mégantic—L'Érable, QC

Madam Speaker, I really liked my hon. colleague's comments to the effect that having a seat on a board of directors does not depend on whether the buttons on your jacket are to the right or to the left. Many women are very talented. A large number of women and people of diverse backgrounds have a lot of talent, but they still hesitate to apply for a job and take their place.

Could my hon. colleague suggest some steps that could be taken to help these women take their place—their rightful place?

Canada Business Corporations ActGovernment Orders

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

Diane Finley Conservative Haldimand—Norfolk, ON

Madam Speaker, one of the best ways of recruiting board members is the word of mouth of those who are in the business. One of the biggest things that can happen to help promote more women to boards is for other board members to recognize the talent and promote those individuals that they know will do a good job, because, frankly, once the board members see what a good job these women are doing, they will go looking for more. I truly believe that.

Canada Business Corporations ActGovernment Orders

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

Luc Berthold Conservative Mégantic—L'Érable, QC

Madam Speaker, I would first like to congratulate my colleague on her speech. She was here back when we started talking about this bill to modernize Canadian companies.

I am very pleased to see this bill because this matter was important to the previous government, our government. It is the product of the work done by my colleagues who were here at the time, along with the other members of that Parliament. It stems from a legislative review that a House of Commons committee conducted in 2010, which led to more in-depth consultations in 2014 and the solutions we saw in budget 2015.

I had to laugh when I heard the Minister of Economic Development promote diversity on corporate boards and talk about the importance of considering viewpoints from a variety of perspectives, from all kinds of people and cultures, considering that he advocated for a single economic development minister for the whole country. Seriously.

Back in the day, we were lucky because each region of Canada had its own economic development minister. I am sure that brought some diversity and some interesting debate to the table during cabinet meetings. Unfortunately, this government decided to get rid of that diversity in cabinet by not appointing ministers responsible for regional economic development agencies.

Now, let us return to the matter we are debating today. An American president once said that he liked the noise of democracy. Unfortunately, the same cannot be said of corporate boards in Canada, because the democratic process used by many Canadian companies is much more silent. At present, shareholders can vote for directors, but their vote is largely meaningless and has little to no influence on the outcome, as surprising as that may seem.

Some will even say that the election of corporate board members in Canada is more dictatorial than it is democratic. The current process only gives shareholders one option, and that is to vote for a candidate for a board position, or to abstain. In other words, if no one can vote against a board member, it only takes one vote for a candidate to be elected.

For years now, shareholders big and small have expressed frustration with the way corporate boards are voted in. They can clearly see that these boards have no accountability, because shareholders have little to no voice when it comes to electing them. When board members become inflexible or too tied to the opinions of management and they no longer represent shareholders' interests, in a way, shareholders no longer have any flexibility to remove individual board members or the entire board.

About 10 years ago, Canadian shareholders began working with the Canadian Coalition for Good Governance to call on Canadian businesses to voluntarily adopt a majority voting policy, which means that when a board member gets less than the majority of votes, he or she must step down from the board of directors, which must accept the resignation, unless there are exceptional circumstances.

The coalition's efforts are definitely starting to pay off, given that, over the past few years, more and more Canadian firms have adopted such a policy. Nearly everywhere, particularly in the United Kingdom, Europe, and Australia, and in most developed counties and markets, boards are elected by shareholders through a majority vote, that is, they must obtain a majority of the votes cast and not simply a plurality of votes, as is presently the case in Canada.

It is a bit embarrassing to see that Canada is still out of step with the rest of the world on such a fundamental issue as corporate governance. Whatever the historic reasons, the time has come to adopt a majority voting system in Canada to allow shareholders to have a say in how their corporation is run.

Jean-Philippe Décarie said the following in La Presse: “Large pension funds and institutional investors have been calling for this fundamental rule of democracy to be applied for years. They want boards of directors to do more to defend the rights of shareholders.”

The bill before us today is essential and it is what stakeholders have been calling for.

What is more, it requires some corporations to present shareholders with information on the diversity among board members and senior management. The purpose of this requirement is to make boardrooms more diverse.

In June 2014, the minister of labour and status of women at the time tabled a reported entitled “Good for Business: A Plan to Promote the Participation of More Women on Canadian Boards”. This report set out the methods that the public and private sectors could use to increase the representation of women on boards. Even at that time, there was talk of making changes to boards.

In October 2014, women held nearly 20.8% of seats on boards of registered companies. That number is now 30.1%, according to what the minister said today.

The previous government's 2015 budget proposed:

...to modernize Canada’s federal corporate governance framework to increase women’s participation in corporate leadership....

[by] using the...“comply or explain” model....

Amendments will also be proposed to modernize director election processes and communications with shareholders...

Many activities were initiated to promote greater gender parity on Canadian boards. The resulting momentum will help increase the representation of women on boards to over 30% by 2019, as recommended in the report entitled “Good for Business: A Plan to Promote the Participation of More Women on Canadian Boards”, which was tabled in 2014.

Quebec is one province that took a step in that direction by passing a law on crown corporation governance. That law came into effect in 2006, and women now make up 52.4% of those board members.

However, the law does force boards and crown corporations to recruit women and ensure proportional female representation. Those who were listening to what my colleague was saying earlier will know that the idea is for women to become board members because of their skills and what they can contribute, not because corporations are forced to fill a quota. I think that is important.

With respect to diversity on corporate boards, we should also talk about the age of board members. I think we need incentives related to that, too. In 2013, a Quebec organization called Force Jeunesse surveyed board members of 22 large crown corporations in Quebec, and the results were disappointing. Only 0.07% of all board members were under the age of 35. The Régie des rentes du Québec was one of the very few crown corporations with a board member under the age of 35. At the time of the survey, the average age of board members was 51.

If we want boards to be more diverse and more innovative, as the minister mentioned earlier, boards of directors must also take the age of their administrators into account.

The law is no longer up to date if we want to remain competitive in an increasingly globalized world. Good corporate governance is one of the mechanisms that help support economic efficiency and growth. I believe that the proposed legislation will act as a critical foundation upon which Canadian companies can innovate and grow to scale in the modern economy.

Given that the last comprehensive amendments to the Canada Business Corporations Act were made in 2001, the act has not kept pace with certain international best practices and the rules governing publicly traded companies.

Improving the director election process and supporting diversity on boards will bring different views to the table and help foster innovation. Modernizing shareholder communications, improving corporate transparency, and clarifying competition rules will help ensure that Canada's marketplace frameworks reflect the new economic realities.

In order to grow and thrive in the global economy, Canada needs a strong corporate governance framework that both reflects and facilitates the best practices of Canadian corporations. I will therefore be voting in favour of this bill, which the previous government worked so hard on, while the current government is reaping the benefits of that work today.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 4:10 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 am delighted that the Conservatives are going to be supporting this piece of legislation. It is a good piece of legislation and we are always prepared to share credit. We hope to see it pass second reading relatively quickly, but we will wait and see what takes place.

It is important to recognize that the objective of the bill is to increase shareholder democracy and participation. It would increase women's participation on corporate boards and senior management. Improving corporate transparency is something that is really important, as are reducing the regulatory burden and increasing business certainty. These are all very important attributes of this piece of legislation.

Would the member be inclined to agree that this is the type of legislation that should receive virtually unanimous support in the House, especially given the Conservative Party's response here today?

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 4:15 p.m.
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Conservative

Luc Berthold Conservative Mégantic—L'Érable, QC

Madam Speaker, I believe that a bill that refers to all the good objectives that the member opposite just listed, like diversity, the presence of women, or better communications, should indeed receive broad support in the House.

Any bill that manages to go from one government to another so easily must be built on solid foundations, and I sincerely think that members should support it.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 4:15 p.m.
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NDP

Pierre Nantel NDP Longueuil—Saint-Hubert, QC

Madam Speaker, I commend my colleague on his speech. It is nice to see a topic like this one come so close to achieving unanimity. Everyone seems to be working toward the same thing and that is very good.

When we look back over the past 40 years, this is only the second time that Parliament has addressed this type of issue. In my neck of the woods, Longueuil—Saint-Hubert, the museum of women decided it would organize a big meeting to encourage women to step into the boardroom. Alexandre Taillefer, from XPND Capital, even came by to tell the women that their contribution and ideas were needed.

Does my colleague believe that the amendment that the NDP plans to propose calling for a legislative review of the bill every five years is appropriate? I do believe we should not wait another 40 or 20 years to review the measure.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 4:15 p.m.
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Conservative

Luc Berthold Conservative Mégantic—L'Érable, QC

Madam Speaker, I thank my colleague very much for his question and also for his efforts to achieve equitable representation on the boards of these organizations.

I did the same thing with my municipal council. My greatest fear was to lose the only woman councillor we had. I am very pleased because three women were elected. It does take effort. The issue has to be addressed. There are competent women who can take their rightful place on our corporate boards.

On the specific question of my colleague's amendment, I will look at it once it has been drafted. If the amendment is worthy of our support, it will have it. However, we must first take the time to read it carefully.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 4:15 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 recognize that the member was hoping to be able to respond further, so I will allow him to respond to the comment, if he would.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 4:15 p.m.
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Conservative

Luc Berthold Conservative Mégantic—L'Érable, QC

Madam Speaker, in closing, I would just like to say that we will be supporting the bill. It is worth supporting. I am pleased that the parties all seem to want to support this bill.

However, I would like to remind the Minister of Innovation, Science and Economic Development of the importance of diversity. It is also important at regional economic development agencies. We need diversity, we need ministers responsible for the different agencies to represent Canada's diversity within their departments. I would like to take this opportunity to remind the minister of that.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 4:15 p.m.
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NDP

The Assistant Deputy Speaker NDP Carol Hughes

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 Windsor West , Infrastructure; the hon. member for Brantford—Brant, Small Business; the hon. member for Portneuf—Jacques-Cartier, Immigration, Refugees and Citizenship.

Canada Business Corporations ActGovernment Orders

October 26th, 2016 / 4:20 p.m.
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NDP

Brian Masse NDP Windsor West, ON

Madam Speaker, I am here to speak to something that is very important and it is good that this Parliament is bringing this forward. I think Bill C-25 is a positive initiative.

The minister mentioned the Marrakesh Treaty. That was a treaty that Canada signed onto through a bill passed here, which was important for the blind and for other Canadians, for larger print. It is one of the indications that we can actually move things through the House of Commons and we can have things done for Canadians.

The bill is movement in the right direction. As New Democrats, we are going to support it, for sure. There is no way that we would not support the initiatives of the bill, but there are some shortcomings with the current proposal. We will point out a couple of those, but we want to hear testimony from witnesses as well.

Bill C-25 is an act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act. Essentially what we are talking about is boards of governance in general, when we put the three core elements together. It is an opportunity to update and to include modern changes that are reflective. On the private sector model with the private corporations, blue chip corporations, and others, they have been very derelict, quite frankly, across the world in not having more of an inclusive nature. This is why it has come to the forefront, not just in Canada but across the world.

When we look at Europe and even at the United States, Canada has become known as a laggard with regard to this and there is no doubt about it. When the Conservatives talk about this getting through, after the 10 years it took them to bring something forward, right now we are happy to do so. Unfortunately, we are getting into a bragging competition between the Liberals and the Conservatives about this. However, I wonder why the bill is being launched again, another year and a bit later, basically the same as what it was before, especially given what we have seen with the more fundamental changes that are taking place in Germany and other places, which I will get into later, that are very important.

We are here today to at least take that first step forward in this process. To be clear, the most recent change to the measures in the bill was in 2001. That was just prior to my time here. It was under Jean Chrétien's government at that time, and prior to that it was decades before. We are really looking at nearly 40 years of letting them have the whole show so to speak. Right now, and this is how far things have come along and how difficult it still is, we require a legislative arm on this because still the right thing is not being done. Our corporate boards and tables across this country, where decisions are made about employees and about Canadians, do not even reflect anywhere near the diversity they should, and that is a shame. It is a shame that we have had to come this far.

Hence, one of the amendments that the New Democrats will be bringing forth is to have some type of a review of this process in the legislation. There will be a good debate. I know some civil society organizations and some governance organizations, especially related to the advocacy of women, have questioned the voluntary element in this initiative and said that there should be some monitoring of that.

The one way we can do it, and it is a very respectful way, is to make sure we have this coming back to Parliament so that we and Canadians have a voice to ask why a company is not complying and being reflective to some degree of the Canadian people, or at least coming to the benchmarks, generally speaking, that reflect our society. There are those people historically who have popped through the different barriers that take place. However, I have a concern because of the thoughts we have had in the past related to boards. They were referred to as the “old boys' club”, and that is very real.

It is also an indication that not only is this an issue of gender, ethnicity, and diversity, but also of social class. We have people who are basically disavowed and ruled unable, unequal, or unworthy of rising through the ranks. They have to go through exceptional circumstances to break those barriers, and they have been some of the most ingenuous people we have had. However, the time and day has come when everyone should count on who they are, what they think, what they do, and how hard they work, versus whom they know or who their family are, or at the very least, what their gender is.

We need to make sure that a number of things will be looked at here. These are very important.

The bill would have annual elections for directors. Right now, it can take up to three years for a director to be looked at. An annual director position can set the course on how a corporation responds to its shareholders.

If we believe in the essence of capitalism at face value, the argument there is that the shareholder is a voter and that in a democracy there are voting rights as a shareholder for the board and the CEO who controls it at that time. However, the current situation is that those meetings are not held, and if there is not that connection between the board and the shareholders, accountability can be avoided. Accountability can also be avoided by not publicizing meetings, or by not making sure that there is enough time in advance so that people can attend the meetings. Therefore, barriers can be created, similar to what I would call “non-tariff barriers”. When we are trying to sell products in another country, we cannot do so, because the non-tariff barriers or rules are so bad. It is the same with shareholders.

When we talk about shareholders, we are talking about ourselves. They are people who have invested their pensions or earnings. They buy those shares and the company gives them that equity in it, but if they cannot have any direct control whatsoever in terms of voting, because the CEO does not have the proper rules in place or has not been following them for up to three years. Then it becomes a problem. Therefore, the bill would require an annual meeting, which we are very supportive of.

Also, there is the structure of the old boy's club that was there regarding the election of directors as individuals. They used to run slates in the old boy's club, so to speak, making it more difficult for some other individuals who were trying to advance because the old boy's club was grouped against them. We would call that bullying today, but the reality is that we had a number of people who could not get through because the fix was in, so to speak, and the slate was developed. Now, with individual votes for those board members, at least there will be an individual case to made for each person.

I think that is the right way to do it, because, for example, some slates carried baggage where one could basically say, “I like three of the four, and I can live with them”. They would come out with a number of different things, as opposed to giving the right and basically saying that a single selection should be the way to go. I think that is going to be a good advancement.

On the issue of comply or explain, I noted that different countries have done different things. However, comply or explain is a way to bring the numbers up, and the current 18% or less share of women on boards is obviously not reflective of our society. With women making up over 50% of the population, but occupying less than 18% of board positions, it is an obvious problem that has to be fixed.

In surveys we have found that when comply or explain was used in the past in other countries and there have not been improvements in these numbers as a result, they have argued that not enough qualified people applied. That is the ceiling that is created. It is hard to challenge that, because we cannot have access to the confidential documents and information about who applied, who got left behind, and a number of different personal things that are very complicated, and so the target does not move at all. That is one of the reasons Chancellor Merkel in Germany moved legislation on this and now has a target of 30%.

Germany was simply fed up and said that for CEOs and blue-chip corporations the rate would be 30% and that they would have some time to bring that in. The time was shortened because they would need some time to comply or explain. For German not-for-profit boards and others, the rate is going to be 50%. There is a difference between 30% and 50%.

I was not privy to the debate and have not looked at what has taken place in the German legislation, but I am sure it will come out in testimony. Not-for-profit boards are found in hospitals, public institutions, and so forth. On those boards, of course, the rate should be 50% because taxpayers pay for those boards, and with 50% of our population being women they are directly paying 50%. We know that to be a fact. They need to have the same representation. In fact, they deserve to have the same representation. It is an absolute shame if they do not. This can be easily corrected. If women are supposed to be equal, then they deserve an equal voice in running those boards. We New Democrats are arguing for at least a review of this.

This goes back to what we are proposing in terms of an amendment, so that people at the very least are made aware of this. There might be others who do more on comply or explain. There could be a better amendment, and New Democrats are open to that. However, we are not going to give a blank cheque to this piece of legislation. There is no way we are going to let this legislation go through without fighting tooth and nail to the end, without adding accountability to change the current situation. We will not let that happen. We have not come this far on so many other measures, and we still have much further to go, that we would basically put up our hands on the bill and say good luck, we will leave it to the other guys, and we will see everyone later. We are not going to do that. We have done that enough. I have seen that happen too often here in the chamber, most recently with another bill that looked at gender parity with respect to electoral reform, and it was turned down in the House. Sadly, it was another lost opportunity.

This cannot be another lost opportunity. This cannot go back in the record books for another 40 years without any action taking place. That is why I am particularly interested in the German case. Germany has gone through it and has changed.

We do know that the provinces have moved on this as well, and it will be interesting to hear the testimony at committee. They have moved on comply or explain and a few other things. We will be getting some of the results from them as well. I will be interested in hearing what is going on out there in committee. That will also give us a better sense of things.

Maybe we are wrong in the sense that corporations and not-for-profits will act quickly on this. I worked in a not-for-profit industry for a number of years and was successful in bringing in this model. Not-for-profits will comply and move toward that. This is our opportunity to bring it to Parliament and to Canada as a whole. We can find out if those who are laggards have a problem with it and how they are going to fix the problem. That is what we are going to see with this legislation. Hopefully we will see amendments that would make this happen, because we are just not going to leave it alone.

Another missed opportunity with respect to this issue is corporate CEO compensation. We are calling for more shareholders and investors to have a say on CEO pay. We are interested in looking at executive compensation as it is a part of the package. We have seen in Canada and around the world CEOs getting big bonuses while companies tank, and fire their workers left, right, and centre at the same time. We have to look no further than the CEOs at our banks. Their compensation was increasing at a time when banks were having some problems and we had to backstop some of them. The banks had record profits and their CEOs received increased compensation. During the last financial crisis, the average increase in their compensation was about 19%.

How is it that so many Canadians and so many small businesses are going through this problem that we have had. The challenges and the insecurity and the services they are supposed to get are challenged; government, which is funding this, is going into massive debt; and CEOs get almost 20%. Those banks have some the highest credit card costs not only in Canada but across the world. When it comes to credit card service fees, just talk to small merchants. Look at what is happening in Australia. Australia has a 0.5% cap and it is reviewing this and lowering it because banks are still making lots of money. It is bad for small business.

Here our small business people struggle when they go to the banks to get loans, and if they can get them, they are at high interest rates. Or public institutions like the BDC, or credit unions, have stepped in on riskier loans. What do the banks do in response? They fire more workers, close more branches, and they increase service fees. They do all of those things and the Conservatives set up what is basically a voluntary system for credit cards. It is like playing hockey and getting a penalty for cross-checking someone, but it is a voluntary penalty and if players want to go in the penalty box they can time themselves out if they want to. If they do not, that is okay, play on, play on.

Meanwhile CEOs are making 20% profit. This sends a message that bad behaviour is rewarded. What person does that? We do not do that in our home life. We do not reward bad behaviour, and if we do, it will probably not lead to a good solution in the end. No one does that kind of stuff and that is what we have done with CEO compensation.

Look at Target, for example. It came in and took over a Canadian company, Zellers, which was making a profit. That is key. Zellers was making a profit. It also had a unionized workforce and a wage just over the minimum. It had some benefits and it was making a profit. It was a company that was fulfilling its mandate for people, being a place to work, a place with benefits, a place that respected Canadian laws, but Target came in and what did it do? It ended up going bankrupt and shutting Zellers down, and the CEO of Target, Gregg Steinhafel, received a severance package of $61 million, just $10 million shy of the total severance package for the entire Target workforce. Great, that is capitalism at its best. That is a wonderful example of the Canadian dream being fulfilled.

I recently reviewed the Investment Canada Act, which has had so many changes made to it by previous Liberal and Conservative governments, it is in shambles with regard to this type of behaviour. There was nothing wrong with forcing Target to have some type of mandate or guarantees when it came into this country, so that we could preserve these workers' jobs and stop a bunch of black holes in shopping malls in communities across this country just because of corporate greed.

At the end of the day, with $61 million I am sure that the former CEO is not in our country. The people with the compensation are here and wondering what to do. Guess what we do as taxpayers? We have to fill in the pensions, the employment insurance, and we have make sure that employees get retrained or find other jobs. So CEO compensation is significant and it goes on. The CEO with the highest pay, but worst stock return, is Donald Lindsay. His compensation right now is $9.6 million and there is no remorse on his part. Encana Corporation compensation is $10.8 million. Scott Saxberg of Crescent Point Energy Corporation gets $8.8 million in compensation, despite the company's shareholder falling by 34.5%.

All of these things are taking place that detract from what could be in the bill and what could be greater accountability for Canadians. When we review the bill, let us make sure we crack open the elements that are necessary for full accountability. The big difference and why Canadians need to care more than ever before is that many Canadians are now investing in their own funds for their future. They go online and make purchases and that is why we need to make sure they have their rights protected.

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 would like to thank the hon. member for Windsor West for giving a very passionate speech. He brought forward perhaps two initiatives.

Could he could talk a little further about the first initiative on having this bill up for review? Could he just expand on that a little more as to what he is looking at and what type of time frame?

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, I and the parliamentary secretary are missing committee right now, though I am sure we will be updated.

It is important to note that all parties have been working on an excellent manufacturing report, which hopefully will be tabled in a collegial way at the industry committee. I look forward to working to see that to conclusion.

We are open to having a review process, and it has been done in different ways. We are proposing, at a very minimum, a five-year review. However, I have seen a three-year review done for the initial stages of a bill, just to see whether they are venturing into it. There are pros and cons to a three and a five-year review for that, but we would want, at a very minimum, a five-year review.

That would ensure that once the act were completed and implemented, it would have to be looked at by Parliament. Those under the review process, being the affected boards, the not-for-profit sector, and whatever, would know that the clock would be ticking for them to have to explain where they were at.

That process could be quite quick. If we find things are really good out there, then there can be a quick review and be done, basically, in a day. If we have a systemic problem, that could be further commentary for Parliament in hearings. It lends itself to be available and quite successful for those who are under it.

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.

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.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 12:15 p.m.
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Conservative

Karen Vecchio Conservative Elgin—Middlesex—London, ON

Mr. Speaker, I will be splitting my time with the member for Calgary Confederation.

I am pleased to stand to discuss 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 to the act cover a variety of objectives, but today I would like to focus on the proposal of the bill relating to the increased representation of women, as well as diversity, on corporate boards and in senior management.

Referring to the report that was completed by the Government of Canada advisory board, and provided to the minister of status of women in 2013, there was a new focus put forward to increase the representation of women on Canadian boards, with a national goal of 30% of women by 2019.

The report was titled “Good for Business: a Plan to Promote More Women on Canadian Boards”. In relation to the report, Michael Cooper, the COO from Dream Unlimited Corp., stated in The Globe and Mail in 2014:

Everything we do in this area we do with a mercenary attitude to enhance our own benefits and profitability, and I think that’s what makes it sustainable...I wonder where the other leaders are that they don’t know successful women.

It is important to note that while women now represent nearly half the Canadian workforce, they only hold 20.8% of board positions at Canadian stock index companies.

The program, “It Starts with One – Be Her Champion” was launched in 2014 by the minister of status of women. Leaders in all fields were encouraged to make a difference.

I remember that week quite well. As everyone knows, when we put forward bills and motions, the Government of Canada usually provides a little portfolio. My former boss, Joe Preston, came home to the riding and provided me with the information to do some work around the community. I told Joe that it was great he was doing this for me. I look at him as one of those guys, one of those champions for us.

Therefore, today I want to speak about how men and women together have done things like that. Joe, once he became a member of Parliament, hired a managing partner for his business. Marcy Pearse, from the St. Thomas area, has become one of the most successful Wendy's owners in Canadian history, and has only increased the productivity of the Wendy's corporation in St. Thomas. I know it is her extreme leadership and her great work ethic that has made that a dream for her.

I also look at myself. I had the opportunity of working as an executive assistant. I was always given a very long leash, and I was rarely pulled in for discussions. It is because of people believing in me and giving me that mentorship that today I am able to sit in the House of Commons.

Those are just some things I wanted to discuss because it is really about the grassroots level of what we can do.

Referring back to the report “Good for Business”, there was a summary of recommendations. I will read these recommendations because they should be on the record. These are very important facts. The report was given to the minister of status of women back in 2013. The recommendations are:

The following summary of recommendations is influenced by best practices, from across Canada and internationally, and informed by the experience and expertise of the Advisory Council for Promoting Women on Boards members. Based on these factors, the Council is offering the following recommendations for the Government of Canada.

1. Aspire to 30% over five years (2014-2019) as a reasonable national goal to achieve gender balance, with the longer term goal being gender balance on boards.

This initiative was started in 2014. They goes on to say:

2. The Advisory Council encourages the Government of Canada to: Build on past progress and work towards greater gender balance in its own appointments; Monitor and report on gender diversity in Governor-in-Council (GIC) appointments; Simplify and promote the GIC process; Ensure greater participation in the recruitment of women to leadership positions and GIC appointments by working with Government agencies, including the leadership of Crown Corporations; and Promote networking and mentoring between public and private sector corporations.

3. Institute a “comply or explain” approach for moving publicly traded companies toward an identified goal within published annual reports, with an explanation of results or lack thereof.

4. Promote increased representation of women on boards by mobilizing and working with key stakeholders, including prominent Chairs, Financial Post (FP) 500 companies, national business associations, shareholder groups and advocacy organizations. It would be advantageous and critical to work towards:

Adopting a strong commitment, sound implementation strategies and reporting mechanisms, while maintaining flexible approaches;

Making gender balance on boards a priority to be advanced by board governance through policies, human resources, and board recruitment and nomination committees; and

On any of the boards I have joined or have been part of in the last 10 years, those are the steps we have seen within our own community, in the Elgin—Middlesex—London area. We recognize that the work and diversity of the group brings greater results. It is important to get different ideas and opinions from a diversity of women and men, young and old.

The recommendations continue to state:

Encouraging nomination and recruitment committees and executive search firms to ensure that equal numbers of qualified women and men candidates are presented for consideration for board vacancies.

5. Develop a coordinated pan-Canadian approach by working with provincial and territorial governments.

6. Support the adoption of short- and medium-term goals in the private and public sectors, recognizing that some sectors are further ahead than others.

7. Publicly traded companies should establish and publish, through annual financial statements, two- and five-year goals...

8. Publicly traded companies should report and explain annual results against their goals, reinforced as required by regulatory authorities...

9. Launch a national initiative led by the Government of Canada, to encourage the private sector to attain gender-balanced boards.

10. Develop a sustained and deliberate communications strategy to mobilize all relevant stakeholders

11. Encourage private companies to emulate publicly traded companies and undertake similar measures to increase representation of women on boards.

I know reading 11 points can be quite excruciating, but as I indicated, it is important we get that on record in the House of Commons. The report was done in 2013, and we were very proud to accept it from the advisory board. We saw action taken by our minister of status of women in 2014 with that initiative in mind.

Meanwhile there was an in-depth rational approach to these recommendations, specifically based on the progress of women not only in business and the labour force, but increased performance in levels of success and education and, more specific, in business and management programs.

Unfortunately, when we look at statistics from 2012, we will find some very surprising statistics. Therefore, some of these initiatives are important. We should put that at front of mind.

At one time, only 10.3% of women were on Canadian boards; 15.9% of Fortune 500 companies included zero on 40% of those boards; and 31% of federal GIC appointments.

We know from just sitting in the House of Commons the diversity of many of our female members and their incredible success. I am proud to sit in the House with a female engineer, an orthopaedic pediatric surgeon, a former associate dean from New Brunswick, a family physician, a provincial government whip, a college athletic director, lawyers, wonderful teachers, classically trained pianists, and many more. We have such diversity here, and we can show what great work we can do.

Turning to the necessary need to update the ability for corporations to communicate in other methods is another very important thing. Here as members of Parliament, we can attest about electronic communications in our day-to-day operations, whether it is informing members of a vote, notice of meetings, or providing background information on bills. Electronic communication has become a way of life.

By providing corporations that ability to permit notice and access systems, we are providing them the same opportunities that we have as parliamentarians. We all know we cannot live without our BlackBerrys, our Smartphones, and our iPads. This has become the way of busy individuals. By allowing the electronic communication, it will allow us, in a more active way, to communicate with our memberships, those corporations, and allow people to know what is going on. It is just a better way of communicating.

With over 270,000 federally incorporated corporations, this bill and the studies that have been completed over the past several years, these amendments are necessary. The modernization of Canada's federal corporate governance, as announced in budget 2015, is necessary. Key stakeholders are onside with Bill C-25, including the Canadian Coalition for Good Governance and the Canadian Board Diversity Council.

I thank the Minister of Innovation, Science and Economic Development for introducing Bill C-25, something many parliamentarians will recognize from our previous government.

I support this bill and support the efforts in it to provide a Canadian federal framework that is up to date and will provide support for long-term investments and, overall, contribute to Canada's economic growth. The bill would provide the tools to ensure that Canada would be aligned internationally with the best practices, including the report for good business.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 12:25 p.m.
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NDP

Sheri Benson NDP Saskatoon West, SK

Mr. Speaker, I want to thank my colleague for her comments and reminding us of some of the things we are working towards.

I want to draw her and House's attention to the Canadian Board Diversity Council, which stated, after reviewing where the “comply or explain” approach has been applied, that it really is not leading to meaningful disclosure or a consistent improved pace of change.

Are my colleague and her colleagues content with this snail's pace of change on board diversification when we only have these aspirational targets?

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 12:25 p.m.
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Conservative

Karen Vecchio Conservative Elgin—Middlesex—London, ON

Mr. Speaker, that is an excellent question.

When I looked at that approach, I had to recognize that there were certain boards and certain situations in which it was great to have balance, but that sometimes that balance was going to be a little heavy toward one gender or the other, including in organizations we are dealing with in our community. Sometimes the balance is not there, because the focus might be on a women's group, a man's group, or an athletic association.

When we are doing things like that, we do have to take into consideration the variety and the vast and broad nature of what boards do look like. Although I recognize that this kind of out-clause could be an issue, I am inspired by what I am seeing here within the House of Commons and our own communities. We have excellent women in our own communities doing great jobs. They are leaders on boards and in many manufacturing institutions.

I think we need to continue to inspire them. We need to continue to work to be their leaders and mentors.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 12:25 p.m.
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NDP

Marjolaine Boutin-Sweet NDP Hochelaga, QC

Mr. Speaker, it seems that the Conservatives are going to vote in favour of sending Bill C-25 to committee.

I would like to know if they are also going to support Bill C-220, introduced by colleague from Nanaimo—Ladysmith, that seeks to improve gender diversity on corporate boards and among senior management.

A few years ago, in the last Parliament, my colleague Anne-Marie Day introduced a similar bill and the Conservatives voted against it. However, this time, they seem to want to vote in favour of this bill, which also seeks to increase the presence of women on corporate boards.

I would like to know what their position will be on my colleague's bill.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 12:25 p.m.
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Conservative

Karen Vecchio Conservative Elgin—Middlesex—London, ON

Mr. Speaker, there are two parts to that question.

First of all, when we look at the bill and corporations, we recognize that it is something our former government was already aiming for. It was announced in a variety of bills, whether the 2015 budget or just different things that our ministers had been working on.

Second, I will look at the private member's bill put forward by an NDP member. However, one thing I am always cautious of is quotas. If there is a quota in there, I will scrutinize it hard, because we have to think if that is the right thing to do and the right leadership we need on this. I have not looked at the bill, but when it comes to quotas, I do not support them. I support having the best qualified people, but also doing our best to have gender parity. I need to look at the full bill so I can understand it better.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 12:25 p.m.
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Conservative

Marilyn Gladu Conservative Sarnia—Lambton, ON

Mr. Speaker, it appears that the Liberal government is just bringing forward legislation that the Conservatives drafted. I would take that as an indication from them that the Conservatives were on the right track with respect to the economy. Would the member agree?

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 12:25 p.m.
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Conservative

Karen Vecchio Conservative Elgin—Middlesex—London, ON

Mr. Speaker, the member for Sarnia—Lambton and I are from the same area and know that in southwestern Ontario, the previous Government of Canada was right on track. We did a great job in those areas, especially during the global economic downturn.

As the member said, this bill was seen and studied by our previous government. Our status of women and industry ministers put forward information on things to do with regard to women. Our previous government did some great work on this. Unfortunately, we did not get to finish that work, but I do look forward to 2019.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 12:25 p.m.
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Conservative

Len Webber Conservative Calgary Confederation, AB

Mr. Speaker, I am pleased to be able to rise today to contribute to this debate on Bill C-25.

This fall, 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.

I may be new to the House, but this legislation and the ideas contained within in are not. These ideas were brought forward years ago by the Conservatives. This is an opportunity for me to rise to speak to their efforts.

This bill's history goes back to a House of Commons committee-led statutory review in 2010 back when the Conservatives were in government.

After that, further consultation by our Conservative government took place in 2014 to further advance diversity and equality. Many consultations took place and stakeholders raised many constructive and complex suggestions on a number of corporate governance issues during these consultations. The previous government listened to Canadians on this issue and was making clear progress.

After the previous Conservative government finished its stakeholder consultations, in 2014 a proposal was made, and ultimately announced in the 2015 budget as a move to modernize Canada's corporate governance frameworks.

Not having been a member at that time, I found the following passage from page 140 of the previous Conservative government's 2015 economic action plan. It quite clearly shows that the Conservatives were addressing this issue long before the Liberals copied the work:

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

I will quickly point out that this was the last balanced budget Canada will likely see for some time, as we continue to watch the Liberals spend like drunken sailors, but I digress.

As I mentioned, Bill C-25 comes from the last Conservative budget in 2015.

It is quite clear to me that the current government, without its own ideas, is happy to recycle another Conservative policy. Be it health spending, environmental targets, or gender equality issues, we see the present government time and again recycling sensible positions taken by the previous Conservative government. In fact, the minister is making this a bit of a habit. Bill C-25 is the second piece of legislation tabled by the minister that comes straight from the previous Conservative government's 2015 budget. I only wish he had also emulated the fiscal responsibility of the previous government.

I know that many of my colleagues were part of the previous government before I was elected and I imagine that watching the Liberal government photocopy their work and pass it off as its own must elicit mixed emotions of pride and frustration. I know my Conservative colleagues worked hard to serve Canadians and provide the best policies possible.

Each time the Liberal government continues to do this type of thing, I am reminded of the expression, “imitation is the best form of flattery”. However, the Liberal government promised it could do better, and it has failed. Even so, I am glad to see it is implementing some of the visionary ideas of our past government, but it only serves to highlight the fact it has none of its own.

In any event, let us go back to Bill C-25.

If adopted, Bill C-25 would result in changes to the corporate governance regime for reporting issuers incorporated under the Canada Business Corporations Act. In everyday language, this would mean that the rules for companies to report to the public would be changed. Boards of directors that do not reflect the gender and cultural diversity that is Canada would have to explain why they do not.

With this proposed legislation, there are a number of amendments that cover several key corporate governance matters. They include those related to majority voting, individual voting, annual elections, notice and access, diversity related disclosure, and shareholder proposal filing deadlines.

The one I want to focus on is the proposed comply or explain model. Basically, corporate boards in Canada do not accurately reflect the demographics of the population they serve. While things continue to improve, the pace is much slower than most would like to see.

I am pleased to see that the Liberals are moving forward with the comply or explain model that the previous Conservative government had championed. Would I would like to see corporate boards of directors be more reflective of the Canadian population? Well, who would not?

There are benefits to both the companies and society as a whole. It has been shown that more diverse boards benefit all involved. We see better overall decision-making, better organizational structure, resulting in a better economy for Canadians.

I have sat on many boards, and the more diverse the make-up of the board, the better the ideas brought to the table. This leads to better problem solving, innovative solutions, and better communication of ideas. I would encourage any board to diversify and reflect its customer base. More importantly, diversify to reflect the target customer base.

I did want to mention that the Conservative Party has a proud history when it comes to diversity. It was the Conservative Party that had the first female Prime Minister. It was the Conservative Party that elected the first female MP to the House of Commons. It was the Conservative Party that elected the first Chinese, the first Muslim, the first black, the first Latino, the first Hindu, Pakistani, Japanese, and the first physically disabled MP, and the list goes on.

What I am most proud of with respect to our Conservative history is that it was based on merit, not any forced compliance system. All those who were advanced did it because they earned it and not because it was handed to them on a silver platter. This guiding principle of merit and fairness gave us a proud history. I think it shows that forced compliance does no favours to anyone.

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%. Yes, this is still too low, but it is an improvement. It is worth noting also that across Canada in the larger companies, women make up an average of 34% of the boards. Again, that is an abysmal number, but it is improving.

Over the past three decades, the participation of women in the Canadian workforce has more than doubled to approximately 47%. Women now earn over half of all Canadian university degrees, and 34.5% of MBAs granted in 2011 were to women. In addition, women represented 47% of students in business and management programs at the master's level in 2010.

The level of progress among Canadian women in just a few decades is impressive. Women are achieving success at unprecedented levels in a variety of sectors, be it law, medicine, and other professions, yet the representation of women on those boards has not followed suit. If we give a woman a fair chance of opportunity, they are quite capable of making the most of it. We have seen it first hand, and I have seen it first hand.

I remember as a kid that practically all doctors were male. In fact, I recall people specifically mentioning that they had a woman doctor, as if it were some sort of novelty or unnatural anomaly.

Children today will grow up in a different world, an opposite world. Today, a full two-thirds of medical school graduates are women. Female doctors will be the norm in the future. Sixty per cent of university graduates are now women. Future boards will have no choice but to increase female participation if they have any hope of filling all the chairs around the table.

As a father of three daughters, this is promising and it is good news. However, women are not waiting for legislation to be passed so they can take their rightful place in society, and nor should they.

Take my family, for example. My late wife Heather was a very successful woman in her own right. She served on many boards and ran numerous large corporate projects in her lifetime. My daughters, much like their mother, are strong-minded, principled, determined leaders in their own right. They have made me proud. They have made us proud with their success, both professional and personal.

Without going into too much, it does bother me that women still encounter a wage gap in Canada today. There are excuses for this. However, excuses are not reasons.

I am grateful for the opportunity to speak to Bill C-25, and I look forward to any questions.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 12:40 p.m.
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Conservative

Martin Shields Conservative Bow River, AB

Mr. Speaker, I know my colleague has a lot of experience with boards. Maybe he could give a couple of examples where he could talk about diversity and what that brings to them, because he mentioned it in his speech. I would like to give him the opportunity to give us an example of where he had the experience of diversity with respect to people who were on boards and he saw how it enriched those boards.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 12:40 p.m.
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Conservative

Len Webber Conservative Calgary Confederation, AB

Mr. Speaker, I have served on numerous boards in my lifetime. One that comes to mind is the Alberta Alcohol and Drug Abuse Commission. I served on that board for a number of years. It is a very diverse board. We had many women on the board, along with many cultural backgrounds as well. It was a very productive board. I was proud to serve on it.

Another one is the Calgary Stampede board. I served on that board for a number of years. People think of that as mainly a male-dominated board, with cowboys in cowboy hats and belt buckles, but we had a wide range of diversity there as well. There were a lot of women on that board and a lot of good people.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 12:40 p.m.
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NDP

Scott Duvall NDP Hamilton Mountain, ON

Mr. Speaker, the 2015 budget introduced the “comply or explain” provision, which is in this bill. It is meant to enhance the gender diversity on boards and in senior management.

Why, then, did the Conservatives vote against the NDP's Bill C-473 in 2014, which sought to achieve gender parity on the boards of crown corporations within six years?

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 12:40 p.m.
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Conservative

Len Webber Conservative Calgary Confederation, AB

Mr. Speaker, I am a new member. I was elected on October 19 into my first term. I would say that Bill C-473 was before my time. Therefore, I do not have any idea what the reason for that was.

I look forward to progressing forward with this bill that we are discussing here today. Bill C-25 is at the table right now. Let us deal with that. I am happy to support that bill to its fullest.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 12:40 p.m.
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Conservative

Diane Finley Conservative Haldimand—Norfolk, ON

Mr. Speaker, I want to thank my colleague for bringing his own personal and family experiences into his speech. I think it is important that we share that with Canadians.

Could the hon. member tell us what his views are on quotas and how they can hinder the advancement of women and the advancement of corporations that use them?

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 12:40 p.m.
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Conservative

Len Webber Conservative Calgary Confederation, AB

Mr. Speaker, I am not a fan at all of quotas. I think that people have to earn the right to serve on boards of directors. People have to earn their right in anything in society, in my mind. It is important that they have that opportunity available to them, but certainly not quotas. It is always what I have believed and what my daughters believe. I think it provides them with a feeling of accomplishment when they have made it onto boards of directors and have achieved wonderful things in life on their own without having quotas in place.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 12:40 p.m.
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Conservative

Jamie Schmale Conservative Haliburton—Kawartha Lakes—Brock, ON

Mr. Speaker, I will be splitting my time with my colleague from Sarnia—Lambton.

I would like to thank my colleague from Haldimand—Norfolk for leading the official opposition and being our critic on the issue. She is doing a great job and we appreciate everything she has done.

Bill C-25 is an act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act. I would like to begin with a quote from my colleague from Haldimand—Norfolk who said, “...Modernizing the acts addressed in Bill C-25 is a welcome improvement to the federal corporate statute and a reflection of the need to enhance companies' corporate governance practices.” If the minister wants to continue putting forward legislation straight from Conservative budgets, then bring it on, that is more than welcomed. This is the minister's second bill since taking office one year ago and just like his first bill, this one too comes straight from the Conservative 2015 budget.

Canadians, though, need more legislation that would provide positive results for Canadians.

According to the September 17 article published by The Huffington Post with data compiled from the Library of Parliament, the Prime Minister's first few months in office “were the least productive of any government in the House in more than two decades”. Parliament passed 10 bills during the member for Papineau's first nine months. By contrast, the previous government, after winning a majority in 2011, passed 18 pieces of legislation, including nine bills moved in its first 23 days. Former prime minister Jean Chrétien's first nine months in office resulted in 34 bills being given royal assent in 1994 and 38 bills after the 1997 election. Quoting my friend from Durham, “For a government that really talks about real change, and high ambition … there hasn’t been much change. They haven’t done a heck of a lot.”

It gets worse. According to Statistics Canada, as of October 2016, last month, Canada's unemployment rate was 7%. We all agree in the House that is far too high.

The Liberal government is running multi-billion dollar deficits and has yet to create one net full-time job in over a year. Instead of debating other pieces of legislation that could help to get millions of Canadians back to work, we are debating here changes to the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act.

In 2014, our previous government consulted with stakeholders from all across Canada about the modernization of Canada's corporate governance framework. Many of the stakeholders that we met with during the consultation process raised a number of important and complex concerns that they had with the corporate governance structure. I am pleased to see that Liberal members opposite will use legislation that our previous government worked so hard to create. It is a shame though, and I continue to say this, that we have not seen other pieces of legislation to produce positive results for Canadians.

During my year and one month here I have had an opportunity to speak with many constituents and they have raised the same concern no matter where I go, the economy, but specifically jobs, jobs, jobs. This same concern can be found from coast to coast to coast and we as legislators need to take action.

There is a trend developing with the Liberal government. It wants to consult, consult, consult, debate, debate, debate, discuss, discuss, discuss, but Canadians are still waiting for action. Canadians want to get back to work. Canadians want legislation to get them paying their bills and building their families. They are waiting for tangible results. However, it seems that making that decision piece is a bit of an issue for the Liberals.

The government was elected on a promise of change and yet, for many Canadians, they are in a worse position now than they were a year ago. The government promised to help the middle class and it continues to argue that it is helping the middle class, but Canadians who are struggling know that is not true.

The government plans to implement a carbon tax and increase CPP contributions. It is running massive deficits while at the same time taking away tax credits that provided relief for families that need it. After promising just modest deficits during the election, the Liberal government is now running massive deficits with no sign of returning to balance.

Now, the budget has a structural problem. What does that mean going forward? It means program cuts in the future, tax hikes, and at the end of the day, the Liberals are leaving this debt for future generations to pay. Therefore, I do not really see this as helping the middle class.

Our previous government, in contrast, brought Canadians the lowest tax burden in 50 years, and I am proud of that record. We also managed to balance the budget and run a surplus. However, as I have mentioned, the government has burned through that surplus. It is running massive multi-billion dollar deficits, yet we have not seen the creation of one net new full-time job. This is burdening the middle class. This is burdening future generations. This is burdening the youth who will have to pay this bill.

I would like to touch on the background of the bill. I will read from the 2015 budget on page 140.

...the Government will propose amendments to the Canada Business Corporations Act 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 with shareholders and 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...

For many in the previous Parliament, that quote will sound familiar. This is because, just like the last piece of legislation introduced by the minister, the bill comes straight from the Conservative budget. While I tend to disagree from time to time with members opposite, I must say that I agreed with the minister in his first speech when he said:

Technology also allows transactions to happen quickly across the global, and the global marketplace is more interconnected than ever before. A disruption or discovery in one part of the world can have profound consequences in another.

I appreciate the work that all sides in Parliament are doing. I appreciate the work of members opposite as they work to expand the connectivity of high-speed Internet to rural communities. Many in my area saw the previous government make investments in that. I think we all recognize that there are still gaps in high-speed Internet. Therefore, with the legislation before us, I continue to support improvements in that direction and I appreciate the commitment from the members opposite for continuing the work that we did in the previous Parliament.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 12:50 p.m.
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Conservative

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?

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 12:50 p.m.
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Conservative

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.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 12:50 p.m.
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Conservative

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.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 12:50 p.m.
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Conservative

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.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 12:55 p.m.
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Conservative

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.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 12:55 p.m.
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Conservative

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.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 12:55 p.m.
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Conservative

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.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 1:05 p.m.
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NDP

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?

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 1:05 p.m.
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Conservative

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.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 1:05 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

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?

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 1:05 p.m.
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Conservative

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.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 1:05 p.m.
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Conservative

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.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 1:05 p.m.
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Conservative

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.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 1:10 p.m.
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NDP

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.

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November 25th, 2016 / 1:20 p.m.
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NDP

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?

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 1:20 p.m.
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NDP

Sheila Malcolmson NDP Nanaimo—Ladysmith, BC

Mr. Speaker, the conversations we are having on getting women into the seats of Parliament are quite equivalent to the conversations we are having on getting women onto corporate and federal commission boards. Once they get there, they do really good work.

On the parliamentary side, once women get onto the ballot, voters tend to choose them maybe a bit more often than they do men. However, we have some systemic barriers in place that prevent women from getting the nomination for their political parties in the same way there are systemic barriers that reduce the likelihood of them being nominated for these senior board appointments. This is why we have stalled on progress.

The House of Commons has only 26% women. We now rank 62nd in the world on gender parity, which is embarrassing. As well, the rate of progress has stalled. The extrapolation is that it will take us 89 years to get gender parity in the House if we just go along with the status quo.

In the previous government, crown appointments were 36% female under the Conservative government. Again, that comes nowhere close to the 51% of the population. We have to recognize that there are networks that reinforce themselves. If we are part of the old boys' club, then we will get the nod.

It is accidental. I do not think it is an intentional oversight. However, we have the power and should show the leadership to make that change. We will make better decisions if our decision-making bodies better reflect our country.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 1:20 p.m.
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NDP

Tracey Ramsey NDP Essex, ON

Mr. Speaker, this is such an important piece of our culture in Canada. It speaks to who we are as Canadians. It is something that needs to be addressed in a way that will result in people being at those boards. It is not just words or something that will never be implemented. It has to result in action so we see more women being represented.

The member spoke about the “comply and explain” model. Could she speak to the model she feels would best achieve the results we are looking for when we are looking at gender parity on these boards?

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 1:25 p.m.
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NDP

Sheila Malcolmson NDP Nanaimo—Ladysmith, BC

Mr. Speaker, we have a lot of examples around the world of using the “comply and explain” model, which has not really moved us to parity the way we need to be. There is always an explanation, I guess. There is a lot of work on the record here on the evidence of why that has not worked. The fact that we are even having this debate suggests that it has not worked.

The bill that I have proposed, again, was debated many times in the House. I am completely carrying on the work of my former NDP colleagues. It provides a program that would gradually move, within a six-year period, toward gender-balanced appointments. It sets absolutely hard targets for each of those years so if the appointments to federal commissions are not gender balanced along the percentages proposed in the bill each of those years, then that is a failure of leadership and a failure of responsibility.

Therefore, the bureaucrats and recruiters who are identifying candidates for board appointments, if they are not proposing to their minister and senior supervisors candidates who fall in line with the bill, then they are not taking their responsibility. This is a legislative response that would move us as fast as we need to go to get to the final answer.

Canada Business Corporations ActGovernment Orders

November 25th, 2016 / 1:25 p.m.
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NDP

Erin Weir NDP Regina—Lewvan, SK

Mr. Speaker, we are nearing the end of the year. New Year's Day 2017 falls on a Sunday. The first paid day in 2017 is January 2. By around noon on January 3, Canada's top 100 CEOs will, on average, have made as much as the average full-time employee will earn over the entire year.

In 2013, and again in 2014, Canada's top 100 CEOs made an average of $9 million each. In other words, the average of these top CEOs makes 184 times as much as the average Canadian worker. This inequality is not only large but it is also growing. Figures on the top 100 CEOs only go back to 2008 on a comparable basis. However, if we look at the top 50 CEOs, an even more elite group, in 1995 only about 20 years ago, they made only 85 times as much as the average worker.

Why should Parliament care if private corporations decide to pay their CEOs a lot of money? Because it is a lot of money that is not being used for other purposes. If we consider 100 CEOs each making an average of $9 million, that is almost $1 billion not being used to hire other employees, not being invested in machinery or equipment, not being devoted to necessary research and development.

Corporate Canada as a whole would be better off if companies could pay CEOs less, but individual corporate boards feel the need to keep up with other companies. This produces a circular logic to justify ever-increasing executive compensation. Even for the CEOs themselves, there is no real benefit to these pay increases. For one of the top 100 CEOs, another million dollars does not actually mean a higher material standard of living. It just means a change in the relative ranking.

Our economy would be stronger and even corporate Canada would be better off with government regulation to limit CEO compensation.

Bill C-25 includes some minor improvements to corporate governance, but what it is missing is mandatory and binding “say on pay” provisions as have been adopted in other advanced countries. Canadian companies can put executive compensation to a vote of shareholders but they are not bound to the results. Bill C-25 should require companies to have votes on CEO and executive compensation and be bound by the results.

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November 25th, 2016 / 1:30 p.m.
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Conservative

The Deputy Speaker Conservative Bruce Stanton

The hon. member for Regina—Lewvan will have seven minutes remaining for his remarks when the House next returns to consideration of the bill.

It being 1:30 p.m. the House will now proceed to the consideration of private members' business as listed on today's Order Paper.

The House resumed from November 25 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.

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December 9th, 2016 / 10:05 a.m.
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Conservative

The Deputy Speaker Conservative Bruce Stanton

When the House last took up debate on the question, the hon. member for Regina—Lewvan had seven minutes remaining in his remarks.

Resuming debate, the hon. member for Regina—Lewvan.

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December 9th, 2016 / 10:05 a.m.
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NDP

Erin Weir NDP Regina—Lewvan, SK

Mr. Speaker, we are nearing the end of 2016. New Year's Day 2017 falls on a Sunday. The first payday of the new year will be January 2. By around noon on January 3, Canada's top 100 CEOs will, on average, have made as much money as the average full-time employee will earn over the entire year. In 2013, and again in 2014, Canada's top CEOs made an average of $9 million each. That means that the top CEOs made 184 times as much as the average Canadian worker.

This inequality is not only large, but it is growing. Figures on the top 100 CEOs only go back to 2008 on a comparable basis, but if we look at the top 50 CEOs, an even more elite group, in 1995 they made only 85 times as much as the average worker, so there has been an explosion of executive compensation over the past two decades.

Why should we care if private companies choose to pay their CEOs a lot of money? If we take the 100 top CEOs, each making an average of $9 million, that is nearly $1 billion that is not being used to hire other employees, not being invested in machinery and equipment, and not being used for needed research and development. Corporate Canada as a whole would be better off if it could pay CEOs less. However, individual corporate boards feel pressure to keep up with what CEOs of other companies are paid. This leads to a circular logic that justifies ever higher executive compensation.

Even the CEOs themselves do not really benefit from this trend. An extra million dollars does not make a material difference in their standard of living. Really, they are concerned about their relative position compared to other CEOs, so if a CEO gets paid more it increases his or her position on the league tables only by reducing the position of other CEOs. Our economy would be stronger, and even corporate Canada itself would be better off with government regulation to limit CEO compensation.

Bill C-25 includes some minor improvements to corporate governance, but what is missing is the mandatory and binding say on pay provisions that we find in other advanced economies. Currently, Canadian companies can consult shareholders on executive compensation, but they are not bound by the results of those votes. The NDP is going to propose amendments to Bill C-25 to include mandatory and binding say on pay provisions to limit executive compensation.

Beyond the scope of Bill C-25, the federal government can and should also address out-of-control executive compensation through the tax system. I believe in giving credit where it is due, so I want to recognize that this government did modestly increase the top personal income tax rate. However, the government failed to close the loophole that allows half of stock options to be exempt from personal income tax. This stock option loophole delivers the largest benefit to highly paid CEOs and corporate executives, so we need to close that loophole to address executive compensation.

Something else that the federal government could do is to limit the amount of executive compensation that a corporation can deduct in calculating its corporate taxes.

The United States currently limits the amount of CEO compensation that can be deducted in calculating corporate taxes to $1 million. Unfortunately, this limit is not very effective in the United States because it does not apply to performance-based compensation, such as stock options. However, we could easily apply a limit to all forms of executive compensation and ensure that they cannot be deducted in calculating corporate income taxes.

In conclusion, out-of-control executive compensation is a significant source of worsening inequality, and is a substantial drain on our economy. The Government of Canada can and should address this problem by strengthening corporate governance through Bill C-25, and also by implementing progressive tax reforms.

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December 9th, 2016 / 10:10 a.m.
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NDP

Guy Caron NDP Rimouski-Neigette—Témiscouata—Les Basques, QC

Mr. Speaker, I thank my colleague from Regina—Lewvan for his excellent speech.

I would like him to comment further on what he said at the beginning of his speech about how long it takes for a CEO to earn as much money as an average employee in the same company.

We hear a lot about the day when Canadians have earned enough to cover their taxes. If I remember correctly, that is usually in July or August. Too little is being said about this other extremely important indicator. I think it has gotten worse over the years. In the 1970s, the gap between CEO pay and worker pay was much smaller.

I would like to give my colleague an opportunity to talk more about something that I think is important, even though most Canadians are unaware of it.

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December 9th, 2016 / 10:10 a.m.
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NDP

Erin Weir NDP Regina—Lewvan, SK

Mr. Speaker, I thank my colleague for his excellent question.

He is right: we make a big deal out of tax freedom day, a day mid-year by which, according to the Fraser Institute, the average Canadian has paid all of his or her taxes. There are a lot of problems with the way this indicator is calculated.

It is important to consider the value of another method, one developed by the Canadian Centre for Policy Alternatives, which looks at how long it takes corporate executives to earn more than the average worker. It happens very early in the year, around noon on January 3, 2017.

Canada Business Corporations ActGovernment Orders

December 9th, 2016 / 10:10 a.m.
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Bloc

Gabriel Ste-Marie Bloc Joliette, QC

Mr. Speaker, I want to thank and congratulate my colleague from Regina—Lewvan for his excellent speech.

Income inequality is at the root of our economic problems in society, in my opinion. When the gap between the rich and everyone else becomes that wide, we end up with economic crises and all sorts of social problems. Addressing income inequality should be one of the top priorities of this House.

My colleague talked about a more technical aspect that the public does not seem so familiar with. In the case of capital gains, only half of net gains are taxable, but when it comes to work-related income, one's entire salary is taxable.

Can my colleague put a simple and concrete figure to this? For example, how much does a person earning $50,000 a year pay in tax? If that amount were a capital gain, how much would the person pay in tax?

Canada Business Corporations ActGovernment Orders

December 9th, 2016 / 10:10 a.m.
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NDP

Erin Weir NDP Regina—Lewvan, SK

Mr. Speaker, I thank my colleague from Joliette for his excellent question.

It is true that inequality is a major problem in our society and it spills over into health and crime. Many social problems stem from inequality.

He also mentioned a problem with our tax system, where, unlike other sources of income, only half of capital gains are taxed. This problem is more apparent when we look at how corporate executives are compensated. Often their capital gains are not really investments, but compensation. That money should be taxed in the same way that their employment income is taxed.

Canada Business Corporations ActGovernment Orders

December 9th, 2016 / 10:10 a.m.
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Conservative

Martin Shields Conservative Bow River, AB

Mr. Speaker, I appreciate the interesting statements that the member has made about this particular issue. I wonder if he might want to respond to a different group of working people who I know he cheers for, like the Regina, Saskatchewan football team, and many hockey players in the National Hockey League, who are paid more than CEOs. What does he think of those people who make a considerable amount of money more than the CEOs, in their profession?

Canada Business Corporations ActGovernment Orders

December 9th, 2016 / 10:15 a.m.
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NDP

Erin Weir NDP Regina—Lewvan, SK

Mr. Speaker, as I mentioned in my speech, the average of these top 100 CEOs makes $9 million a year, which is vastly more than the average player for the Saskatchewan Roughriders or in the Canadian Football League generally, so I do not necessarily accept the premise of the question, but I believe that there is a very similar problem with high pay for professional athletes. Part of the solution certainly is to increase the top personal income tax rate as the government has done.

The problem derives from the fact that people are being paid so much they do not really benefit from the additional money, it is all about relative position. We have to pay a hockey player a lot because other hockey players earn a lot, and certainly there are more equitable ways of distributing that money in our society.

Canada Business Corporations ActGovernment Orders

December 9th, 2016 / 10:15 a.m.
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NDP

François Choquette NDP Drummond, QC

Mr. Speaker, I am pleased to rise in the House today to take part in the debate 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 always very important to review our laws in order to improve them, and to ensure that we make them even more fair and that they will foster gender parity. This bill is a first step in the right direction.

The NDP will support enhancing the diversity of boards of directors and democracy for shareholders.

However, once again the Liberals are not walking the talk. Bill C-25 is an attempt to solve the problems of gender parity. That will not happen if we only do what is being proposed. We are going to have to do more, and I know that the NDP member who sits on this committee will make the amendments needed to improve gender-parity in this area. That is what we are proposing.

This is only the second time in 40 years that the Canadian government has looked at corporate governance issues. As I said, this is no small matter, and it is good to review these things once in a while, so this is a step in the right direction.

The government's stated objective in introducing this legislation was this: the bill proposes changes meant to increase shareholder democracy and participation, support efforts to increase women's participation on corporate boards and senior management, and improve corporate transparency and business certainty while reducing the regulatory burden.

As I was saying, generally speaking, in its current form, the bill will increase shareholders' democratic participation in order to ensure greater understanding and, for instance, require annual elections for corporate directors, ensure that shareholders can vote for individual candidates, and require a majority voting standard, which are all interesting reforms. This is all through the lens of increasing representation of women on corporate boards and in senior management.

This might improve because businesses will have to explain why they do not have any female representation on their boards. That is a step in the right direction. However, everyone will agree that it is just a small step in improving gender equality.

Hundreds of people from Drummond have come to see me to request federal pay equity legislation. Unfortunately, as we know, the Liberal government said that it might wait until 2018 before implementing such a law, when pay equity should already be a fait accompli in Canada.

However, that is not yet the case, and unfortunately, the Liberals have put off their commitment to gender equality. That is coming from a government whose Prime Minister claims to be a feminist. It is not enough for the Prime Minister to claim to be a feminist. He and his government also need to take action to show that they are actually committed to gender equality. People have been disappointed in that regard.

This issue is so important that the NPD introduced Bill C-220, an act to amend the Financial Administration Act (balanced representation). The bill's sponsor is the member for Nanaimo—Ladysmith, who is doing an excellent job of promoting gender equality.

Feminism does not only involve women. All men and women must work together to achieve parity.

As I mentioned earlier, hundreds of citizens in my riding have come to see me to talk about this. They have come to demand more action from the government. I have tabled petitions on their behalf. We are looking for more concrete measures from the government on this issue.

I have spoken about Bill C-220 from my colleague from Nanaimo—Ladysmith. This was tabled in various forms by the NDP in the past, notably by former MP Anne-Marie Day. It is clearly a long-standing commitment on our part. Everyone voted in favour of the bill except the Conservatives. I don’t know why, but they were not in agreement.

That bill was aiming for balanced gender representation on the boards of directors of crown corporations. This is an area where the government can take direct action. Unfortunately this has yet to be done. However we continue to move ahead and we will not give up. We hope that this time, in this Parliament, members from all parties in the House will be able to put partisanship aside so that progress can be made on the issue of gender parity.

The member who spoke before me mentioned another very important issue, that of executive compensation. This bill calls for the introduction of a consultative vote on executive compensation, something the investor and shareholder community has been calling for.

Bill C-25 improves the election process for board of director positions by eliminating the list system and requiring that directors be elected on a majority. Indeed, many stakeholders have asked for more of a say on the compensation for executives. The NDP was very active on CEO compensation. Unfortunately, the government did not consider any of that when drafting this bill, which is very disappointing.

Given the situation of Canada’s citizens, the deduction for stock options is a horrible fiscal loophole which must absolutely be eliminated. It serves to give an unfairly high salary to the biggest CEOs, the richest people in our society. These people are taxed on only 50% of these earnings, which is totally unfair, since Canadian citizens doing normal work are taxed on 100% of their wages. This tax loophole exists only for the benefit of CEOs, the richest people in our society. We have to tackle this injustice.

That is why the NDP called for the elimination of the deduction for stock options in its electoral platform. This loophole allows the senior officers of corporations to pay only half the income tax on their compensation paid as stock options, or 50% of the prescribed rate. If a citizen from Drummond were to do that, the Canada Revenue Agency would call him right away and order him to pay his full income tax. Yet for executives this is a legal loophole that exists.

There are certain loopholes that are legal, but are totally unacceptable in our modern society. They are totally unfair, bordering on unethical. Unfortunately, they exist, and they are legal. The government is doing very little, if anything at all, about these tax loopholes. Since it was elected, we have not really seen any strong commitment from this government on closing these unfair loopholes. This is one of the worst examples of what is lacking in this bill.

This is a truly regressive loophole. Over 90% of the benefit goes to 1% of taxpayers, those who earn over $250,000 a year. Truly, it is a minority of the Canadian population that benefits from this. This deduction is bad for the economy, since it encourages CEOs to inflate stock prices in the short term through buybacks instead of investing in the economy. The government is losing close to $750 million a year as a result. Stock option deductions are totally unfair and unacceptable.

I have spoken of my fellow citizens who continue to be very active in Drummond. Hundreds have signed a petition to put an end to tax havens. Somewhat like tax loopholes, there are also tax havens the government needs to address. As the House knows, there are many ways to either facilitate the use of tax havens or curb it. Unfortunately, the steps recently taken only serve to facilitate it.

This situation is depriving the state of the funds it needs to carry out its social mission. According to Statistics Canada, tax avoidance is costing the government from $5 billion to $8 billion every year.

Fortunately, this phenomenon is now leading to some collective soul-searching. As I was saying, hundreds of my fellow citizens have signed a petition demanding that we take more action in this area. I have joined in by tabling that petition here in the House of Commons to signal the importance of combatting tax havens and tax loopholes.

It is extremely important to do this, because the public purse is being denied hundreds of millions of dollars by tax loopholes and billions of dollars by tax havens. Public services suffer as a result.

One need only consider health. In the next 10 years, there will be $36 billion in cuts. The cuts were started by the Conservatives; the Liberals had promised to abolish these unfair cuts affecting the most vulnerable in our society, those who have health problems. Unfortunately, the Liberals want to continue on this unfair path. It is totally unacceptable to continue these sorts of cuts.

It is a way of not investing in health, for the funds diverted from the public purse cannot be used for the well-being of the Canadian population.

In the end, the NDP wants the government to take concrete steps to bring about gender parity on Canadian boards of directors. Many researchers interested in gender equality in companies and in politics feel that the “comply or explain” model of disclosure that is found in Bill C-25 in its current form does not appropriately address the issue of gender parity. Therefore, as I was saying earlier, we are going to do everything we can to ensure that amendments are made to improve this situation.

Furthermore, New Democrats want the government to take advantage of the opportunity presented by Bill C-25 to resolve the issue of executive salaries by assigning shareholders a bigger role in the establishment of compensation. That would be a start.

I will conclude by saying that the bill is a step in the right direction. We are going to make amendments to it in committee. I hope that the Liberal and Conservative members of that committee will work in a collegial fashion to improve this bill for the well-being of our citizens. That is very important, and that is why we were elected.

Canada Business Corporations ActGovernment Orders

December 9th, 2016 / 10:30 a.m.
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Conservative

Marilyn Gladu Conservative Sarnia—Lambton, ON

Mr. Speaker, that was an excellent speech, and I, in my collegial way, will ask my question.

I am very passionate, as well, about increasing the number of women in corporate positions and on boards, though my party is not in favour of quotas. Having worked in affirmative action in the U.S. when there were quotas, that is not really the right way to put women in those positions. It is more important to make sure that competency is part of that, and to have aggressive targets moving forward.

I wonder if the member could expand on how he would like to see us take that initiative forward to get more women on corporate boards.

Canada Business Corporations ActGovernment Orders

December 9th, 2016 / 10:30 a.m.
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NDP

François Choquette NDP Drummond, QC

Mr. Speaker, I thank my hon. colleague for her comment. Indeed, it is very important to work in a collegial fashion, and sometimes to put partisanship aside.

To that end, first of all, our Prime Minister, self-proclaimed feminist, needs to face up to his responsibilities. It is good that he should call himself a feminist, as should all men. They all have a responsibility to help bring about gender equality. However, when the time comes to enforce pay equity legislation, the Prime Minister shirks his responsibilities. That is why I say he should start by facing up to his responsibilities.

There is probably a way to make very reasonable amendments to this pay equity legislation, and I hope that we find a way to work together to that end in committee.

Canada Business Corporations ActGovernment Orders

December 9th, 2016 / 10:35 a.m.
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Bloc

Gabriel Ste-Marie Bloc Joliette, QC

Mr. Speaker, I congratulate my colleague from Drummond on his very fine speech.

He spoke of inequalities and of the tax system that favours the wealthy. He spoke of the completely legal use of tax havens by companies, as well as of the compensation of CEOs via stock options.

In the member’s opinion, why is nothing being done to resolve this persistent problem? Why are the elected members of the government party not working to change this situation? In his view, is it because the citizens of their ridings are in favour of the status quo?

Canada Business Corporations ActGovernment Orders

December 9th, 2016 / 10:35 a.m.
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NDP

François Choquette NDP Drummond, QC

Mr. Speaker, I want to thank my hon. colleague. I know he works very hard on the issue of the injustice that results from tax havens.

Legislation to put an end to tax havens has been introduced in the House in the past. My constituents have signed hundreds of petitions calling on the government to do whatever it takes to limit the use of tax havens as much as possible, rather than facilitate it.

We saw who voted in the House in favour of a bill to reduce the number of tax havens. Unfortunately, the Liberals are the ones who want this to continue. It is really disappointing. We need to close the stock option loophole. I hope we can amend this bill to do just that.

Canada Business Corporations ActGovernment Orders

December 9th, 2016 / 10:35 a.m.
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NDP

Robert Aubin NDP Trois-Rivières, QC

Mr. Speaker, I thank my colleague from Drummond for his speech.

I want to come back to the issue of gender equality. Clearly, we could never disagree with that as a fundamentally good principle. In this case, however, it is time to move beyond the principle and actually do something about it.

When the Liberals were elected in October 2015, after we accepted defeat, I still remained hopeful. The Liberals promised a gender-balanced cabinet, and they kept that promise. However, if you look a little closer, all the major portfolios were given to men. That was an early example of their doublespeak.

One of our NDP colleagues introduced a private member's bill in the House meant to encourage the participation of women in politics and increase the number of women elected to the House of Commons. That bill was rejected.

We talked about tax fairness, but that was pushed back to 2018. Now the Liberals are talking about women's participation in corporate boards. A few years ago, I read a study that showed beyond any doubt that the more women a corporation had on its board, the more successful it was likely to be. There was a direct correlation.

This bill seems to be a step in the right direction, but it offers no guarantee that the government will finally stop talking about all the great things it is going to do and actually do those things. I would hope there is no room for partisanship on this issue, but is it not the opposition parties' role to propose amendments to make sure the Liberals walk the talk?

Canada Business Corporations ActGovernment Orders

December 9th, 2016 / 10:35 a.m.
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NDP

François Choquette NDP Drummond, QC

Mr. Speaker, I thank my hon. colleague from Trois-Rivières for his question and his valuable comments.

This bill is a first attempt and a good start. It has some good stuff in it. We need to talk about gender equality. As I said earlier, feminism is not just for women. It is for everyone. There is no point calling oneself a feminist if one does not act accordingly.

I often joke with my wife about how I am a feminist. When she replies that I have a lot of room for improvement, I tell her, “My darling, you are right. I do need to become a better person”. The point is that there must be action, not just talk. As my colleague from Trois-Rivières said, pay equity is a good example of that. Why wait until 2018? There is no excuse, just a reason: lack of will.

This bill has room for improvement, and the NDP will be first in line to propose the amendments it needs.

Canada Business Corporations ActGovernment Orders

December 9th, 2016 / 10:35 a.m.
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NDP

Marjolaine Boutin-Sweet NDP Hochelaga, QC

Mr. Speaker, I would like to come back to the topic of pay equity. I was working on this file a few years ago before I came to the House of Commons. Quebec has had pay equity legislation for a very long time, and it is enforcing it more and more, even though it took time to get to that point. However, there is no federal legislation in this regard. A committee examined the issue of pay equity and decided to once again postpone dealing with this issue.

I would like my colleague to elaborate on what impact this will have on Canada's working women. What message does this send about the Liberal government's position on Canada's working women?

Canada Business Corporations ActGovernment Orders

December 9th, 2016 / 10:40 a.m.
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NDP

François Choquette NDP Drummond, QC

Mr. Speaker, I thank my colleague from Hochelaga for her question. The work that she is doing on gender equality is very important, just as the work she is doing on social housing is essential to ensuring that everyone has fair access to housing.

Getting back to pay equity, sometimes I tell my constituents that the federal government still does not have any pay equity legislation. People are surprised. They do not think that makes any sense. The people of my riding have signed a number of petitions for me to present in the House of Commons. They believe that we need a law now, not 10 years from now. We are supposed to be more proactive than that. We were elected to take action.

I would like to again mention my colleague from Nanaimo—Ladysmith. She introduced Bill C-220, which seeks to amend the Financial Administration Act. The purpose of the bill is to achieve balanced representation in the number of women and men serving as directors on boards of crown corporations. The goal is to proceed gradually but quickly. It is not right that the number of women on these boards is still so low in a society where the percentage of women is higher than that of men.

I would like to again thank the member for Hochelaga for her question. We have to do more to achieve gender equality. We cannot wait until 2018. That is unacceptable.

Canada Business Corporations ActGovernment Orders

December 9th, 2016 / 10:40 a.m.
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NDP

Guy Caron NDP Rimouski-Neigette—Témiscouata—Les Basques, QC

Mr. Speaker, I am not sure that I will require the full 20 minutes at my disposal, but I did want to comment before the House on some aspects of Bill C-25, which we are discussing.

The first comes up often in conversations, and that is gender parity. We know that there is presently a marked imbalance on corporate boards, in both the private and public sectors. We also know that efforts are being made by the House to try to correct this situation.

We discussed, among other things, Bill C-220 sponsored by my colleague from Nanaimo—Ladysmith, who is building on another bill introduced by my former colleague, Anne-Marie Day, who represented the riding of Charlesbourg—Haute-Saint-Charles. I believe that this type of bill is necessary as it puts the spotlight on this imbalance, this inequality that can exist.

We are often asked why we are calling for a quota system, a gender parity system. I understand why the question is asked, but it needs to be reworded. It is not about setting aside competency. On the contrary, when we say that competency trumps diversity, we are saying that there are not enough women who have the necessary skills for these positions.

That is not the problem. The problem has more to do with lack of understanding and systemic discrimination against women regarding their ability to manage organizations.

Why do we need a gender parity system and why should we even try to enforce it, while still acknowledging the importance of competency? It is these prejudices and biases that blind us and prevent us from selecting skilled women to fill this type of position.

This morning I was listening to the radio on my way to Parliament. On Radio-Canada, they were talking about how gender parity was imposed on the improv world in Quebec. That might seem like a stretch from what we are talking about, but there is a direct correlation. The Ligue nationale d'improvisation in Quebec had a gender parity system that forced every troupe to have an equal number of women and men.

That measure gave female comedians' amazing but hitherto overlooked talent a platform. In the 1970s and 1980s, there were very few women in the comedy business, and the Ligue nationale d'improvisation played a critical role in raising the profile of female comedians. This morning's guest, Christian Vanasse, shared a list of 15 female comedians who made a name for themselves thanks to the Ligue nationale d'improvisation.

Still, the problem persists. Women are never selected to host galas. Even though they are on the scene and they have star power, gala organizers do not even consider them and always opt for male comedians to host these events.

Even the gender parity system designed to put women's talent in the spotlight in the comedy world will not fix anything without a shift in people's mentality. The same holds true for the field of administration.

Getting back to administration, Bill C-25 falls short because all it does is make companies talk to shareholders about diversity. That is completely out of touch with reality and what public and private administration need right now.

The aspects of Bill C-25 on governance are quite good. The move to eliminate directors being elected as a group is quite positive, as is holding annual elections. Ensuring that directors are elected to boards of directors by majority voting is another positive aspect.

There is another interesting aspect that has not really been debated in the House and that is the elimination of what are called bearer shares. These are shares where the shareholder is not identified on the share certificate. The shares and the vote belong to the stock certificate holder. The share is not necessarily registered in the name of the shareholder, the owner of the stock.

This measure, which is being somewhat overlooked in our debates, will allow for greater transparency with regard to governance and administration.

Aside from gender parity on boards of directors and within company management, the bill falls short in other aspects. Let us not forget that the changes we have before us come out of a three-year consultation that began in 2013. One aspect that has been discussed many times is not only the gap in compensation between shareholders and corporate executives, but also the fact that shareholders still cannot vote on and approve executive compensation at shareholder meetings. This is important because compensation is taken from the company's revenue and profits and therefore the returns that the shareholders can expect.

I think that is a major shortfall of this bill. That is why we are voting in favour of the bill at second reading but proposing amendments. If the bill is not improved, then voting in favour of it at second reading does not guarantee that we will be voting in favour of it at third reading.

Canada Business Corporations ActGovernment Orders

December 9th, 2016 / 10:45 a.m.
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Conservative

Marilyn Gladu Conservative Sarnia—Lambton, ON

Mr. Speaker, I thank my colleague for his speech.

I listened with care when the member talked about trying to get more women on boards. I was on the pay equity committee, and we talked about how there was already legislation in place in some provinces. It would be so easy to take a look at that. I do not understand why it takes so long to get legislation in place at the federal level.

Similarly, we had an initiative in status of women, and had a list of women who would be suitable for corporate boards, so nobody could ever say they could not find them. I am not sure why it is taking so long. Could the member comment on that?

Canada Business Corporations ActGovernment Orders

December 9th, 2016 / 10:50 a.m.
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NDP

Guy Caron NDP Rimouski-Neigette—Témiscouata—Les Basques, QC

Mr. Speaker, I thank my colleague for that very relevant question. The governments have been very slow. I do not want to point fingers at either the current government, the previous Conservative government, or even the Liberal government before that. Ever since the struggle for pay equity began, successive governments have stood in the way.

I remember very well when Nycole Turmel, the former member for Hull-Aylmer, even had to go court over this when she headed the Public Service Alliance of Canada. That is what it took. She had to take the matter to court and jump through all the legal hoops just to get the government to accept a principle as basic as pay equity, in other words, women's right to earn the same as men for the same work. Not only did she have to go to court, but the government challenged it every step of the way. This was about the Public Service Alliance of Canada, but there was also of the issue of male and female postal workers and the Canadian Union of Postal Workers.

We now have a government that promised to respect pay equity, although it is putting it off as long as possible, until two or three years from now. If the government really took this issue seriously, it could be resolved, just as it has been in several provinces. This government could definitely be taking this matter a little more seriously.

Canada Business Corporations ActGovernment Orders

December 9th, 2016 / 10:50 a.m.
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NDP

Erin Weir NDP Regina—Lewvan, SK

Mr. Speaker, we have talked a fair bit about inequality between men and women in the workplace and on corporate boards, but I wonder if my colleague from Rimouski-Neigette—Témiscouata—Les Basques could also speak a bit about another aspect of Bill C-25, which is inequality between CEOs and their employees. What type of negative consequences does that growing inequality have for our society and what kinds of policies could the government implement to address it?

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December 9th, 2016 / 10:50 a.m.
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NDP

Guy Caron NDP Rimouski-Neigette—Témiscouata—Les Basques, QC

Mr. Speaker, I thank my colleague for his question, which certainly gets people talking.

During his speech, he mentioned the annual study conducted by the Canadian Centre for Policy Alternatives, which determines at what point corporate CEOs have earned the annual income or average annual salary of one of their employees. The Fraser Institute likes to talk about tax freedom, which generally occurs in July or August. However, it does not take into account all of the benefits people get in return for paying taxes, because there are benefits. Such organizations often ignore that fact.

When CEOs are able to earn an average employee's salary by January 3 at noon, that is a problem not only in terms of equity but also in terms of respect for the labour force, which is extremely important to a company's profitability. Profitability is what leads to increased earnings for CEOs. However, it is also important for our society as a whole because people who earn the average salary in a company will spend a greater share of their income than the CEO. They will be able to save less because they need more of their income for everyday living expenses. They therefore contribute a lot of money to the economy.

Meanwhile, CEOs either save their money, spend it on luxury goods, or invest it abroad, which is much less beneficial to the economy. We are talking about huge amounts of money that are being invested this way.

I therefore believe that there is work to be done to close the gap between the salaries of CEOs and employees and bring it down to a more reasonable level.

Canada Business Corporations ActGovernment Orders

December 9th, 2016 / 10:50 a.m.
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NDP

Robert Aubin NDP Trois-Rivières, QC

Mr. Speaker, I would like to thank my colleague, who is our finance critic, for his very enlightening comments. The question I would like to ask him concerns an example from Quebec, but one that could probably occur in many provinces.

What are the reasons for Quebec's success in this equity process? The Liberal government has 40 MPs from Quebec, and some have important portfolios in cabinet. Why has Quebec's success or that of other provinces not served as a catalyst to make this government take action more quickly than what it is proposing?

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December 9th, 2016 / 10:55 a.m.
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NDP

Guy Caron NDP Rimouski-Neigette—Témiscouata—Les Basques, QC

Mr. Speaker, I thank my colleague from Trois-Rivières for his question, to which I do not have an answer right now. I would like to hear what government members have to say.

It is not as though this were a partisan issue. Pay equity is a straightforward issue. A woman must earn the same as a man for work of equal value, which is currently not the case. By refusing to acknowledge pay equity for at least another two or even three years, especially in the public service, they are perpetuating an illegitimate, unethical, and unfair situation. Everyone in the House recognizes that.

In light of the number of statements and motions in the House denouncing pay equity, it makes no sense that we must wait two to three years to correct this situation, which everyone recognizes as illegitimate and unfair. This majority government had promised to fix this problem.

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December 9th, 2016 / 10:55 a.m.
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NDP

Marjolaine Boutin-Sweet NDP Hochelaga, QC

Mr. Speaker, with Bill C-24, the Prime Minister boasted of having created a gender-balanced cabinet. However, what we have here is pay equity and not equity in terms of responsibilities.

So Bill C-24 was not about feminism, but rather an appearance of feminism, and that is also the impression we get from Bill C-25. We do not believe that the changes it brings are meaningful.

The NDP wants to propose an amendment to verify whether the “comply or explain” approach would really have the expected effects. We are asking for an audit to be done after five years, and we are not sure whether the government will accept that request.

I would like to hear my colleague’s comments on everything I have just said.

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December 9th, 2016 / 10:55 a.m.
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NDP

Guy Caron NDP Rimouski-Neigette—Témiscouata—Les Basques, QC

Mr. Speaker, these are big questions. I do not think I have time to respond to all of them, but the last one is indeed relevant. The “comply or explain” or “trying to shame” approach is to try and ensure that corporate boards be accountable for diversity or lack of diversity.

In passing, I would note another element that is missing from the bill, and that is a definition of diversity. We want more diversity, but how is that word defined? That is a fundamental question that is passed over. However, “comply or explain” is good only in those cases where there are shareholders or a group of militant shareholders who are really interested in issues related to administration, and who attend general meetings. For companies that have few attending shareholders or those with a high percentage of proxy voting, there will not be much impact on this issue.

It is my impression that in many companies, “comply or explain” will unfortunately not be as important as quarterly performance or major future projects for the next five or ten years. On paper, it seems good to have something like this in the bill, but I am not convinced of the impact it will have. In that sense, I concur with my colleague who wants to re-examine this clause in the next five years to assess its effectiveness, if it is adopted as it stands.

Canada Business Corporations ActGovernment Orders

December 9th, 2016 / 10:55 a.m.
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Conservative

The Deputy Speaker Conservative Bruce Stanton

Is the House ready for the question?

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December 9th, 2016 / 10:55 a.m.
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Some hon. members

Question.

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December 9th, 2016 / 10:55 a.m.
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Conservative

The Deputy Speaker Conservative Bruce Stanton

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

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December 9th, 2016 / 10:55 a.m.
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Some hon. members

Agreed.

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December 9th, 2016 / 10:55 a.m.
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An hon. member

On division.

Canada Business Corporations ActGovernment Orders

December 9th, 2016 / 10:55 a.m.
See context

Conservative

The Deputy Speaker Conservative Bruce Stanton

I declare the motion carried. Accordingly the bill stands referred to the Standing Committee on Industry, Science and Technology.

(Motion agreed to, bill read the second time and referred to a committee)