Bill C-25 (Historical)

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

Part 1 amends the Canada Business Corporations Act, the Canada Cooperatives Act and the Canada Not-for-profit Corporations Act to, among other things,
(a) reform some aspects of the process for electing directors of certain corporations and cooperatives;
(b) modernize communications between corporations or cooperatives and their shareholders or members;
(c) clarify that corporations and cooperatives are prohibited from issuing share certificates and warrants, in bearer form; and
(d) require certain corporations to place before the shareholders, at every annual meeting, information respecting diversity among directors and the members of senior management.
Part 2 amends the Competition Act to expand the concept of affiliation to a broader range of business organizations.

[Navdeep Bains, Liberal, Mississauga—Malton, ON]

No, this is Bill C-36 right now, but you're talking about changes to Bill C-25.

[Navdeep Bains, Liberal, Mississauga—Malton, ON]

Just as a point of clarification, I believe you're talking about Bill C-25, are you not?

[Brian Masse, NDP, Windsor West, ON]

Since you've raised the environment, I think the number one thing, if you were committed to it as a government, would be to prohibit the OPG from storing nuclear waste next to the Great Lakes. This is opposed by my American colleagues in the U.S. Congress, so a stat won't be necessary for that.

At any rate, I want to highlight a difficulty that I have. I understand that there will be some more connections back to the House, but on Bill C-36, which is still in the House right now, your government has moved closure on an amendment I have for that bill. What confidence can we have that there is going to be improved independence when, for example, an amendment related to gender, race, and equity on a previous bill is now subject to a motion for closure? Truly, what openness is there in this government to actually accept amendments?

We've had testimony on Bill C-36 and on Bill C-25, specific testimony from chief statisticians. I want assurances that there is going to be a serious evaluation of those potential amendments. Bill C-36 received some of those suggestions. We went through the process, and now we have the House closing debate on them. The amendments of former chief statisticians are fairly significant. They're not partisan. Is there going to be an openness for amendments from your government?

[Terry Sheehan, Liberal, Sault Ste. Marie, ON]

Thank you very much.

It was great testimony today—very thoughtful and thought-provoking.

I'm going to go back, quickly, to the advisory council. We've been talking a lot about the numbers that should be there. Mr. Schreyer pointed out that there are examples of such councils with eight, ten, or twelve members. I asked what the advantages were of that and they said that they're nimble—for lack of a better term—in being able to respond quickly and get together. I asked about the large ones and there was an indication that larger ones of, say, fifty or so have an opportunity to perhaps have more representation on them.

However, we've sometimes seen in Canada examples of large boards on which, for example, females have not been represented very well or have been only to a small extent.

My question is to all of you, and it's about something I've been grappling with. We just had a bill before us, Bill C-25, which talked about diversity on boards and in decision-making. Also, in talking about the Liberal government, the Prime Minister indicated that in cabinet there would be gender parity, an equal number of women and men. Statistically, that's what we have here in this country.

My question is for all of you. I'd like your thoughts about having—regardless of the size, although size is an important thing that we must land on—a diverse board, particularly with more female representation on it.

If anybody would like to kick if off, please go ahead.

Margrit.

[Brian Masse, NDP, Windsor West, ON]

Thank you, Mr. Chair. I'm going to conclude as well, with a few comments here. I think the rest of the decision-making becomes a political process for the most part, but I do want to highlight a couple of things that are important for our guest to understand and also with regard to where the government goes.

We see that in the House of Commons the government has decided to move closure on Bill C-25 while accepting only one amendment from all the testimony we heard at this committee on, basically, an amendment that was suggested in the original debate that I'd proposed in the House of Commons to at least have a review of that. The rest of the decision-making process will involve political decisions about this.

It's interesting, and I thank the researchers for coming back with regard to a question I had on Shared Services Canada and the bonuses that had been received there and the processes involved. We do have a serious problem here, though, that we have to solve with regard to our census in terms of privacy, to enshrine the independence of Statistics Canada and to protect its integrity at a time when we have formed, with Shared Services, a bureaucratic government agency that's unheralded in Canadian history in terms of its information-gathering component. I don't think we want to undermine the significance of that project that was created, but it is vulnerable to privacy breaches.

I'd point to the privacy breaches that we've all seen in the past. Some of them can be quite dramatic but comical in a sense. We have private industry, companies like Ashley Madison, which has had privacy breaches affecting people. At J.P. Morgan, there was a breach involving banking records. I am a Sony PlayStation player, and we've had a breach there as well. Finally, when shopping on eBay and other sites, privacy has been the most important aspect for consumers, but has often been the least protected. Hence, we have our Privacy Commissioner in Canada to oversee some of these things.

I'll conclude by saying that I think that, obviously, our decision-making and our integrity protection are going to be the most important things for our stats and for setting a model for the world. I found some of the most interesting testimony here today the point that most countries do not outsource their information. One of the things that got me involved in my early career here in Ottawa was the outsourcing of Stats Canada information to Lockheed Martin. There were, obviously privacy issues involved, but also ethical issues. I disagreed with the government's outsourcing of that. In fact, it cost Canadian taxpayers more money to do that, because what we exposed was the fact that it was susceptible to U.S. legislation under the Patriot Act. Moreover, we found out in-house, after the contract was rewarded to Lockheed Martin, that it cost Canadian taxpayers millions more dollars to alter that contract to keep the data here. The so-called outsourcing or privatization of the information to a third party actually cost Canadian taxpayers more.

I want to thank all the witnesses for being here. At the end of the day this is about political decisions and whether or not this government has any intent, whatsoever, to make use of the testimony that we heard and to apply it to legislation in the House of Commons. Apparently, that seems to be void at this particular point in time.

Yukon Environmental and Socio-economic Assessment Act

[John Nater, Conservative, Perth—Wellington, ON]

Mr. Speaker, I know the member for Yukon is very proud of Yukon and proud of his riding and I thank him for his comments.

However, I want to comment on what we just saw from the government House leader. After only one day of debate on this bill, she has given notice of time allocation. She has given notice of time allocation at the same time on Bill C-25 after very little debate.

She said that an agreement could not be reached through the usual channels. Well, it is tough to reach agreement when the government is ramming changes to the Standing Orders down the throats of the opposition.

She said that she wants us to have a conversation on the Standing Orders, yet there is a motion before the procedure and House affairs committee to have the guillotine at the end. It is a forced change.

Our party believes that to have a real discussion we need consensus from all parties in this House, as has been the tradition in this House. I think it is unfortunate that she has given notice of time allocation on two bills which have had one day of debate.

Bill C-25--Notice of time allocation

[Bardish Chagger, Liberal, Leader of the Government in the House of Commons and Minister of Small Business and Tourism]

Mr. Speaker, I would also like to advise that an agreement could not be reached under the provisions of Standing Order 78(1) or 78(2) with respect to the report stage and third reading stage of 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.

Under the provisions of Standing Order 78(3), I give notice that a minister of the crown will propose at the next sitting a motion to allot a specific number of days or hours for the consideration and disposal of proceedings at those stages.

Disposition of Prima Facie Question of Privilege

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

Mr. Speaker, I do appreciate and understand the concern that the member across the way has brought forward in the form of a question of privilege. As much as I am sympathetic to the arguments presented, I do not believe that the member has a question of privilege, and I would like to expand on why I believe that to be the case.

If you were to look at House of Commons Procedure and Practice, it states at page 149:

If a motion to adjourn the debate or the House is adopted, debate on the privilege motion resumes the following sitting day. However, should the previous question be negatived, or a motion to proceed to Orders of the Day be adopted, then the privilege motion is superseded and dropped from the Order Paper.

I would suggest that what took place yesterday was indeed very much in order.

I would like to address a couple of the concerns that the member across the way has raised.

It goes without saying that unfettered access to the House of Commons means unfettered access, not just to the House itself but to the entire parliamentary precinct. That consists of this wonderful beautiful chamber in which we are having this discussion today, and our committee rooms, whether they are on or off the Hill, and our offices. We need to have unfettered access to all of these critical working environments. In most part, that is in fact what takes place. When I say “most part”, I would like to think that 99.9% of the time, we have unfettered access to these areas. However, I am aware that there are times, unfortunately, when our access has been challenged.

I have sat on the Standing Committee on Procedure and House Affairs, as have members across the way. Unfortunately, I have had to deal with this issue at the committee on more than one occasion. I have heard many members talk in this chamber, and, rightfully so, about being denied access. I do not question the importance of it, and this government does not question it either. No member of the House of Commons would question the importance of our having unfettered access to this place. In fact, I was quite touched by one member of the NDP who stood in his place and pulled out his identification card. If one reads the back of the identification card, it reinforces that aspect.

I have been a parliamentarian for a number of years. One of the things I have learned over the last six years is the importance of our standing committees and the fine work they do. The Standing Committee on Procedure and House Affairs has been a fairly active committee as of late. It sits twice a week, as do many other committees. Members on that committee have all sorts of things on their plate.

Yesterday, I spoke in the House about our unfettered access, and the issues raised by the member for Milton and other members. I highlighted the fact that the standing committee understands and appreciates the issue that we were debating. I suggested that at the end of the day, this committee can establish its own priorities. As a standing committee, it has the ability to do that. It could have a subcommittee look into the matter at hand to find out how to best deal with the issue.

It is not the first time that an access issue has occurred, and maybe it is because of the construction or other activities. I believe there are a number of reasons that have caused unfettered access to be violated.

I would look to the Standing Committee on Procedure and House Affairs to see what it might want to do. I only say this as a recommendation. The committee can maybe establish a subcommittee to try to get a general overview of this, given the number of times in recent years that there has been a violation. That might be something it wants to do. I do not want to tie its hands in any way.

No member who stood to speak yesterday during the debate said that the Standing Committee on Procedure and House Affairs should not deal with the issue. I believe all members of the House recognize the value of the committee dealing with the issue. In recognizing the importance of unfettered access, we should also recognize that the procedure and House affairs committee has initiated some actions already that will deal with the question of privilege addressed yesterday by the Speaker. I believe that is very encouraging.

In fact, during the debate, a member of the Standing Committee on Procedure and House Affairs moved a motion. I understand there were concerns expressed last night with respect to that particular motion. However, another motion was moved, and I would like to share that motion with the House.

This motion was moved in the Standing Committee on Procedure and House Affairs as follows:

That, pursuant to Standing Order 108(3)(a), the Committee examine the subject matter of the Question of Privilege raised by the member for Milton regarding the free movement of Members within the Parliamentary precinct.

For clarification purposes, the member for Hamilton West—Ancaster—Dundas gave notice of this motion yesterday, and it was ruled in order by the chair.

What we know for a fact is that the Speaker made a ruling yesterday and a debate ensued following that ruling. Then, according to our own rule book, House of Commons Procedure and Practice, a rule allowed us to go to orders of the day. There was no violation of our institution. We went to orders of the day and the day continued. Then, the Standing Committee on Procedure and House Affairs took it upon itself to deal with this. We should allow for the procedure and House affairs committee to do the fine work it does to address the issue.

With respect to the privilege that the member across the way raised, I understand and am sympathetic to what the member is talking about with respect to unfettered access. We, in government, agree with that. However, if the member were to look at our rules and procedures, he will find that what took place yesterday was in order. The Standing Committee on Procedure and House Affairs is doing a fine job in trying to deal with this issue, and we should not attempt to usurp what the individual members of Parliament in that committee are attempting to do.

I believe the matter from yesterday will be addressed in a very timely fashion. As such, I do not believe that the member's question of privilege is valid, in the sense that the rules were followed yesterday that allowed us to go to orders of the day, and the issue that was raised yesterday is being dealt with at the Standing Committee on Procedure and House Affairs.

With those few thoughts, we are prepared to move forward to debate Bill C-25, if that is the desire of the House.

Motions in amendment

[Robert Gordon Kitchen, Conservative, Souris—Moose Mountain, SK]

Mr. Speaker, I am pleased to speak to the report stage of Bill C-25, An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act.

Bill C-25 aims to make changes to the corporate governance regime for reporting issuers incorporated under the Canada Business Corporations Act. The CBCA is the incorporating statute for nearly 270,000 corporations. Although most of these are small or medium-sized and privately held, Canada's largest reporting issuers are also governed by the CBCA. Professionals are able to incorporate, and in my previous life as a chiropractor, this option was available to me.

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

That the House do now adjourn.

[Alupa Clarke, Conservative, Beauport—Limoilou, QC]

Mr. Speaker, thank you for giving me the opportunity to speak this afternoon. I am pleased that you are the one in the chair right now.

I am rising today to share some of my thoughts and, of course, those of Her Majesty's official opposition on Bill C-25, An act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act.

It is important to begin by saying that this bill targets some 270,000 federally incorporated companies, which are, for the most part, small and medium-sized businesses that do not sell shares and to which the changes will not apply.

It is important to remember that the amendments proposed in Bill C-25 are the result of a legislative review that was conducted by a House of Commons committee in 2010, two Parliaments ago. Consultations were then held by our government and Industry Canada in 2014.

Like the majority of my colleagues who have spoken to Bill C-25, I think it is commendable and fantastic in many ways that the current government was open enough to use old legislation from the Conservatives' 2015 budget to develop Bill C-25.

However, what my opposition colleagues and I find a little unfortunate is the lack of substance in the bill we have before us at the current stage and, in fact, the lack of substance we see all too often in the current government's bills. I would even say the lack of bills, quite simply. No more than 50 bills have been tabled by the Liberal government since October 19, 2015. The minority government of the Right Hon. Stephen Harper had tabled three times as much legislation by 2007.

Certainly, the bills lack substance. In addition, there is a lack of real change. I will come back to the bill after this aside. The Liberals campaign slogan was “real change”. We can certainly change the things we say. That is obviously what the Liberals have done. However, Canadians expect legislative change, and that is not what we are seeing currently.

The Liberal government is missing several opportunities to do a good job in the House and bring in concrete measures for Canadian society, to address problems affecting workers, seniors, the unemployed, and corporate boards. This is how I am getting back to the bill.

We are delighted that the Liberal government is using legislation that the previous Conservative government worked very hard on. However, in committee, we brought forward two main amendments that, it appears, do not suit the opposition, or rather the government. Excuse me. I misspoke. I saw the future and called the government the official opposition. That will be two and a half years from now.

During the committee stage of Bill C-25, the Conservatives proposed amendments that would have strengthened the bill. First, we proposed to define the word “diversity”, which is an integral part of the bill.

It is one of the key components of the bill since the other side of the House wants to impose diversity, which is still undefined, within various federally regulated corporate boards and institutions.

The amendment we wanted to bring forward would define the word correctly. The need for this was also raised by a number of the witnesses who appeared before the committee. The official opposition critic responsible for this issue and several of my Conservative colleagues met with these witnesses.

The second amendment would require a review of the diversity policy in three years.

There is a reason why the Liberal government did not accept this amendment, which would define the word “diversity”. One of the things this government most often does is present sweeping concepts that they do not want to define. In this case, it is diversity. In another case, it is the 1%. For the next two and a half years I will repeat that the 1% does not exist. We are one of the world’s fairest societies, one of the societies where wealth redistribution is unparalleled in the history of mankind. I really find it incredible. I had the chance to go to university and I can say that any professor or academic would tell you that there is no such thing as the 1%.

I would like to give a parallel example that will explain why imposing diversity could have consequences that are not necessarily what the government intends. I will go out on a limb: I assume that by diversity, they mean cultural minorities of all kinds. Today it is rather fashionable to identify all kinds of minorities, when what really counts is protecting the political minority, first and foremost. I will give an example of some of the consequences that sometimes result from a desire found only in rhetoric. When the Liberals talk about a gender-balanced cabinet, I see rather significant consequences. It is not in law, thank God, but if by misfortune the next government decides to continue with that, this would then become a convention. We would have a sort of parliamentary convention to have a gender-balanced cabinet.

According to the Liberals, having a convention saying that cabinet must be gender balanced means that women will forever hold half the power in the cabinet that forms the government. From another perspective, this also means that from now on, women will never be the majority in cabinet. Is that not a bit ironic to think that for centuries, cabinet was composed mostly of men, and now, with this convention we end up never seeing a cabinet composed mostly of women?

I believe this is a first consequence of this rather dangerous convention, based on misconceptions, dangerous social interpretations, and political capital, which, furthermore, in a way endangers—to put it bluntly—the possibility of having the best cabinet possible. I am sure that my colleague from Glengarry—Prescott—Russell, across the way, would make a wonderful minister. I was with him on the Standing Committee on Government Operations and Estimates. He is incredible, clever and has an outstanding mind. However, because of gender parity, he will probably never be as close to me on the seating plan as he could be. We will never get the best by relying on sweeping misconceptions.

Creating such misconceptions of social reality that can be interpreted differently can have consequences. We therefore need to define the word “diversity” to ensure that this bill will not have negative consequences on corporate administration.

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

Mr. Speaker, I am pleased to see the member for Windsor West put forth this motion today regarding a timeline for a comprehensive review of the diversity aspect that will be added to the Canada Business Corporations Act after Bill C-25 is passed. As the member is aware, our party members on the industry committee put forth a similar amendment, which would call upon the government of the day to do a review of the diversity policy after three years to determine how effective it has been. Initially, the member for Windsor West had suggested a timeline of two years. Obviously, I am happy to see that he listened to the arguments made by the member for Red Deer—Mountain View, who put forth the three-year amendment, and is now agreeing with him.

I would like to talk a bit about diversity, and then I will elaborate on why this review and this specific timeline are so important.

I have mentioned in the past that our Conservative Party has never been on the sidelines when it comes to diversity firsts in Canada. In fact, it was the Conservative Party that had the first Canadian female prime minister, that elected the first female MP to the House of Commons, and the first Chinese, Muslim, black, Latino, Hindu, Pakistani, and Japanese MPs. We had the first Mennonite cabinet minister, the first female engineer MP, and even the first quadriplegic MP and later cabinet minister, my dear friend Steven Fletcher. We had the first married couple to sit in this House at the same time. We even had the first husband and wife team to sit in both Houses at the same time anywhere in the Westminster parliamentary system.

None of those MPs was nominated or elected to meet or fill some regulatory quota. They themselves chose to run for us because they knew that we, on this side of the House, believe in merit and not quotas. I think the list that I just read makes it clear that talent and skills know no boundaries, be they racial, religious, or gender. In fact, talent and skills are only enhanced when discussions around boardroom tables, and even debates in this chamber, are between people of different backgrounds and different perspectives. Because each of us has had unique experiences that have shaped our view of the world and how we respond to the challenges that we encounter, each of us brings something unique to the table, and I would like to think that we are all the richer for that.

To help see more diversity on boards, Bill C-25 suggests the comply or explain model. This was proposed by the previous Conservative government after extensive consultation in 2014 in order to modernize Canada's corporate framework. Through consultation, we have seen across the world, and even within our own borders, the positive effects that this model produces. For example, countries like the U.K. and Australia have implemented comply or explain models similar to the one that we are discussing today that focus particularly on increasing gender diversity on corporate boards, and they have seen significant results. In fact, one of the witnesses who appeared before committee said that in Australia, “women's representation shot up from 10.7% in 2010 to 22.7% in 2016”, and in the U.K., “women's representation on FTSE 100 boards has more than doubled from 12.5% in 2011 to 26.1% in 2015.” Both cases were a result of implementing this policy.

Here at home in Ontario, we have seen rises in the number of women who sit on boards as well. Just over two years ago, the Ontario Securities Commission implemented the comply or explain model, and since then 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% of corporate boards. Implementing the widely used comply or explain model is the first step to seeing these numbers improve.

Most successful companies know that in today's society they must diversify to prosper and to be effective. Good companies diversify their product lines, their target customers, and their geographic markets, because they do not want to put all of their eggs in one basket. When they are smart, they diversify their workforce and their corporate boards, too. I say when they are smart, because numerous studies have shown that companies that employ people with disabilities almost invariably see their workplace morale, attendance, and productivity go up. Corporate boards with higher percentages of women almost invariably have higher growth and profitability rates than those that do not.

Our party is not here today to tell private companies how to run their businesses, but we do need to make sure that people of diverse backgrounds, genders, and ethnicity are considered at the table for the reasons I just mentioned. I think the comply or explain model provides the right balance to do this, but a review is a crucial part of determining the right balance. That is what we are discussing here today, the need for a comprehensive review of the diversity disclosure section.

Like many pieces of legislation created and presented in the House, it is important to look back on what was implemented to see if results have actually been achieved. In fact, most pieces of legislation do have a built-in review process. As we used to say when I was in the corporate world, “what gets measured gets managed”.

During committee, it was unanimously agreed upon by the members and by the witnesses who appeared that a review of the diversity and the comply or explain model should be done, but the opinion on timing was varied. While only a few people, and I stress only a few people, suggested five years, most agreed that five years would be too long to analyze the effects of this policy and said a two-year or three-year window would be more appropriate.

Members on this side of the House listened to those suggestions. In fact, the member for Red Deer—Mountain View put forth an amendment in committee with the hopes of seeing a three-year review take place. Unfortunately, the Liberals must have been experiencing a bit of selective hearing at that time. While the Liberals originally amended the bill to include a five-year review of the Canada Business Corporations Act, most witnesses expressed concern that this was in fact too long.

Our party believes that three years is an optimal time frame for review. First, it is important to provide enough time to see results. Witnesses stated that good, solid results would be seen within this time frame. While we need to make sure that we can actually get enough data to see the effects, we also need to make sure that a review is done in a timely manner. If changes need to be made, it is better to do them sooner rather than later.

One other thing we need to consider is we need to be mindful of the scheduled 2019 election. The member for Windsor West originally suggested that the review be done in two years, but that review process has the potential to conflict with an election that is scheduled for two years from now. This means the review could be interrupted or even swept under the rug until an election is over.

For those reasons, we believe that a three-year period would get us past an election so that a new Parliament could take a look at it.

Unfortunately, the amendment was shot down by the Liberals. As the member for Windsor West has suggested, this review process will occur before October 19, 2020, which brings us to about three and a half years from now.

I am happy to see that he took our suggestions and that he listened to the points that were made, especially by so many witnesses. It is for these reasons that I will be supporting the motion, and I encourage my colleagues to do the same.

[Karen Ludwig, Liberal, New Brunswick Southwest, NB]

Mr. Speaker, to me Bill C-25 is a very important bill. It is about diversity.

At this point, we still have the opportunity, as we stand here today and as we listen to these speeches, to go out and promote awareness of the value of women and men of diversified backgrounds on boards, and also to share that with shareholders. I have to say that I actually take offence at the notion of quotas, because I believe everyone wants the best talent to be appointed to a board, not based on quotas.

I am wondering if my colleague could speak to the unintended consequences of quotas for appointments to boards.

[David Lametti, Liberal, Parliamentary Secretary to the Minister of Innovation]

Mr. Speaker, I am pleased to rise today 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 sees inclusive innovation as a Canadian value. That is why we spent all of the summer of 2016 consulting Canadians on our innovation and skills plan in order to gather ideas on how we can help position Canada as a global centre for innovation.

When we come together in our community, in the workplace, or on a board of directors, our diversity and our experiences are what bring unique ideas to the table.

I want to begin by highlighting the important work that was done during the committee review stage for Bill C-25. The committee made one amendment that is important to note because it speaks to diversity, which is at the heart of the bill. A review element was included to allow a government to come back to the bill and ensure that diversity is upheld in the spirit in which it is cast in the bill, so there is a five-year review period precisely for that reason. I want to thank members of the committee for that work they did.

I want to commend the efforts of my colleagues who sit on the committee and who brought forward this progressive addition to Bill C-25. By bringing more voices to the table, Bill C-25 would help to make another important step toward diversity.

Several studies have shown a link between diversity on boards, particularly gender diversity, and strong financial performance, heightened innovation, and enhanced client insight. For instance, in March 2016, the International Monetary Fund released its research of European firms, which demonstrated that there was a higher return on investment when there was a larger share of women in senior positions.

Some studies have also reported that, by considering diversity and new skills, corporations were able to outperform and out-innovate other companies. Why is that? It is because, when different views are heard around the decision table, it creates a place where innovative ideas can emerge.

In Canada, most provincial securities regulators have adopted rules to require listed corporations to disclose the gender representation of their boards, and senior management to disclose their policy for promoting gender diversity or to explain why they do not have such a policy.

Bill C-25 would build and expand on these existing initiatives to support diversity on boards and in senior management as a good corporate governance principle. The bill would require the Canada Business Corporations Act corporations—corporations registered under the CBCA—to disclose diversity information such as the diversity composition of boards and senior management. Corporations would also have to disclose their diversity policies to their shareholders or to explain why they do not have diversity policies. Hence, it is comply or explain.

If we do not make the most of all the diversity and the quality of our talent pool to guide our Canadian businesses, come up with creative ideas, and foster innovation, investors, our ability to compete, and the Canadian economy overall will suffer the consequences.

Whether they are small, medium-sized, or large, companies are a powerful engine of economic growth. Throughout their lifecycle Canadian businesses are a key source of innovation and employment, which helps improve Canada's standard of living and economy.

It is vital that companies continue to pave the way by creating a culture of diversity and innovation. Bill C-25 will help government and businesses work together to foster diversity and entrench innovation in their business strategies.

I would like to end my speech by pointing out that the last significant amendments to the Canada Business Corporations Act were made in 2001. The time has come for the act to reflect modern principles of corporate governance that are in line not only with changes in the marketplace, but also with the modern economy. These amendments foster inclusive innovation, diversity, and a strong and prosperous Canada.

[Erin Weir, NDP, Regina—Lewvan, SK]

Mr. Speaker, I am wondering if my colleague could speak to the growth in inequality between wealthy CEOs and ordinary Canadians and whether he could explain if Bill C-25 usefully addresses the explosion of executive compensation.

[Brian Masse, NDP, Windsor West, ON]

moved:

Motion No. 1

That Bill C-25, in Clause 107.1, be amended by replacing lines 7 to 14 on page 35 with the following:

“107.1 (1) No later than October 19, 2020, a comprehensive review of the provisions and operation of Part XIV.1 of the Canada Business Corporations Act, including an analysis of their impact on gender equity and diversity among the directors and among the members of senior management as defined by regulation, shall be undertaken by any committee of the Senate, of the House of Commons or of both Houses of Parliament that may be designated or established for that purpose.”

Mr. Speaker, I rise today to deal with 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 essence of the bill is an attempt to provide some balance in Canada in terms of gender equity and racial and ethnic representation on boards of directors, especially in the corporate sector, as well as to end some practices in Canada related to the business sector that have been rather unscrupulous. There have been issues related to say on pay for shareholders. There have been issues related to bearer bonds, where there are issues of accountability. There is money laundering that could potentially take place, or is taking place, in Canada, which has become a snow washing destination for some money movement in our country.

The amendment we are debating, before we get to the main bill at a later date, is about providing some security that the very minimum the Liberals have promised is going to take place and that there is going to be accountability.

During the committee process, we heard testimony from experts from the business sector and the not for profit sector. We also heard expert testimony from the academic community and from Canadians.

The bill is supposed to improve gender equality on boards of directors, which has been championed by this government, but nowhere in the bill does it include the word “gender”. In fact, we had a number of witnesses who identified the weaknesses in the bill, and I brought forward several amendments based on that testimony. Some of the witnesses were from the legal sector and some represented groups and organizations. They had contributions to the bill that we later crafted into amendments. They were not even necessarily from the New Democratic Party. They were ideas and thoughts we thought would be helpful, but they were ones that were presented by witnesses. That is the reason we have public hearings at committee.

Sadly, they were defeated by the Liberals. There was co-operation with the Conservatives, and even when there was disagreement over language, there was a working environment to improve it. There was a recognition that there is a continual front, a quite disgusting front, by the Liberals to use nothing short of disguise and deceit to try to put one over Canadians, but they are not that naive. Today is about defending what the bill proclaims it should do by at least having an amendment in it on oversight.

One of the first things the government did not do when it tabled Bill C-25 was have any review process. For example, in corporate Canada, the representation of women is one of the lower percentages in a model called comply or explain used by the provinces. It does not actually work in many respects and has shown very little progress. Canada is stuck at around 20%.

The Liberals will talk about gender equality, talk about gender inclusion, talk about the so-called feminist Prime Minister, but when it comes to significant or specific actions, the bill is hollow. Not only that, the Liberals hollowed out any accountability for any future government in the legislation. Amazingly, this legislation has only been looked at twice in the last 40 years, and this time, the Liberals built a bill that would have no accountability.

Witness testimony from organizations that represent women in corporate Canada and women in general identified this weakness and the significant differences from what other countries were doing. How did the Liberals respond to this? They gutted further accountability. To be specific, they left out a review of the bill. They actually came through with an amendment for that, eventually, after they were shamed and embarrassed into this position, so there will be a five-year review after this bill gets royal assent.

However, the reality is that right now, in this day and age, the percentages are becoming more challenging. In fact, we have seen the representation of women on boards of directors shrink. That change should be looked at, and there should be some type of measurement, some impetus, to push the minister in a direction that is positive, if need be.

The Liberals changed their bill to include a review after five years, but if we go through the parliamentary schedule, we will find that it will actually take up to 10 years to conduct the review.

The first part of the legislation calls for a review of gender equality and diversity among directors and senior management, as defined by regulation, to be done by a specific date to make sure it is going to happen. We actually get diversity in the bill. If we look at representation on Canada's corporate boards, in some places, whether it be Toronto or Montreal, whether it be racial or gender diversity, we have seen some setbacks. There has been a reduction. That is important, because Canadians want accountability.

I will point no further, for a current example of accountability, than Bombardier. For its corporate board, there is say on pay, another amendment the Liberals made sure was not going to be part of the bill. There is some accountability to the shareholders. They have some say with regard to compensation for CEOs. The Conservatives have raised this in the House of Commons and have asked some very good questions. It is interesting that on the Bombardier lending file, the model of loan they built in for the CEOs of Bombardier encourages practices that could often lead to job losses for Canadians. It built that into the system.

The second part that is very important is that the word “shall” will be put in the bill. It will change the bill to make sure that this review takes place. Instead of “may”, we have “shall”, so that legally, it will set a predictable amount of time to review the current situation.

A series of things has taken place with regard to Bill C-25, which will come later, but most importantly, the accountability aspect will be in it. Without these amendments, the Liberals will get away with sending the bill in its final form and not having any oversight whatsoever. We have seen that as we go through electoral cycles, none of this will happen.

What is ironic is that the rest of the world, including the United States and other places, is acting on this much more significantly. We follow comply or explain. If we look at corporate boardrooms, currently the Canadian average is 20% for women. If they lower it to 15% or raise it to 22%, which is still very minor compared to the rest of the world, especially for countries like Canada, they will have to explain it. What is the consequence if five to seven years from now a company is still at a 15% or 20% rate and not even meeting the Canadian average of women on corporate boards? What is the penalty? It is nothing.

This bill would add an honest approach for accountability, a measurement for racial, ethnic, and women representation on boards of corporate Canada and make companies more accountable to their shareholders and to Canadians.