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.

Speaker's Ruling

[The Speaker, Liberal, Geoff Regan]

There is one motion in amendment standing on the Notice Paper for the report stage of Bill C-25.

Motion No. 1 will be debated and voted upon.

I will now put Motion No. 1 to the House.

The House proceeded to the consideration 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, as reported (with amendments) from the committee.

Reference to Standing Committee on Procedure and House Affairs

[Alexandra Mendes, Liberal, Brossard—Saint-Lambert, QC]

Mr. Speaker, the government firmly believes and agrees with the opposition that any instances of a member being impeded from attending the House of Commons, particularly for a vote, is an extremely serious situation that needs to be studied in detail.

Mr. Speaker, this morning you ruled that you believe there are sufficient grounds for finding a prima facie question of privilege. We support your findings.

The House has debated this important issue today, and I want to thank all members for their important contributions to this debate. However, I would like to draw to the attention of members what the consequences are of what the Conservatives have done with their amendment to their own motion. Their amendment seeks to direct the procedure and House affairs committee to drop whatever else it is working on. This amendment is highly unusual, and it has one purpose: to stop the procedure and House affairs committee from continuing the debate on the important issue of how we modernize the House of Commons. Our members on the committee have been hoping to debate the substance of these ideas, and this Conservative amendment is an attempt to block this important work.

We will not allow the Conservatives to play politics with the rights and privileges of members of Parliament. This is just too important. We will also not let them try to block a study on how we modernize the rules of the House of Commons. During the election campaign, we committed to modernizing Parliament and making it a 21st century workplace. As a direct result of the Harper government's approach to Parliament over the past 10 years, we promised Canadians we would bring a new approach to Ottawa to ensure their voices were also heard in this place. We will not allow the Conservatives to play politics with the rights and privileges of members of Parliament. This is just too important.

Therefore, the Liberal member for Hamilton West—Ancaster—Dundas, who is a member of the procedure and House affairs committee, has today given notice of a motion that reads as follows: “That, the committee examine the question of privilege raised by the member for Milton respecting the free movement of members within the parliamentary precinct.” We look forward to this important debate at committee.

I believe we must now return to debating the important legislation scheduled for today, Bill C-25, which would help increase shareholder democracy and participation, and increase women's participation on corporate boards and in senior management. Therefore, I move:

That the House do now proceed to Orders of the Day.

Business of the House

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

Mr. Speaker, the bills on the agenda for the coming days are Bills C-25 on diversity in corporations, and C-17 on the Yukon.

I would like to note two things for next week.

Next week on Wednesday at noon, Malala Yousafzai will make an address to Parliament. Following the address, the House shall meet at 3 p.m. for statements by members and question period.

Last, for Thursday next week, the House will sit according to Friday hours.

[Members sang Happy Birthday ]

Reference to Standing Committee on Procedure and House Affairs

[Dan Albas, Conservative, Central Okanagan—Similkameen—Nicola, BC]

Mr. Speaker, it certainly is an honour and a privilege to stand to join the debate today. It is not exactly what I think most of us originally anticipated. Actually, I believed we would be talking about Bill C-25, a bill to modernize certain aspects of Canadian corporations, co-operatives, and the like. All the same, I am very proud to stand on behalf of the citizens of Central Okanagan—Similkameen—Nicola.

I have had some experience making a case to the Speaker of this chamber, asking for those views to be considered and receiving a response. Certainly, in the case of an Order Paper question, which I did not believe was answered factually or truthfully, I raised that directly with a Speaker. The Speaker came back and said that he had done a full examination of the issue. I felt it was a fair process. I felt heard, was happy to have had the opportunity, and was ready to move a motion. This was much the same as we saw this morning with the member for Milton, followed by an amendment from the member for Beauce, about their concerns with respect to the incident that happened on March 22.

Before I really get into my comments on this issue, I would like to address some of the concerns that were raised earlier, particularly by the member for Hull—Aylmer. He is perfectly capable of making those statements, as is the member for Elmwood—Transcona. It is important in a democracy that people can make their views known, and to have their constituents, as well as us, hear those words and be influenced by them.

However, before I begin to make any comments with respect to the motion or the amendment today, my comments do not undercut anyone involved. As a member of Parliament, sometimes we have to ask questions that may make others feel uncomfortable. Sometimes, as members of Parliament, we have to ask questions that may seem a little out of the box and may get a response from other people who are not necessarily happy with them.

I have complete faith in our security systems and the people who operate them. They are working within a system that is meant to protect us, not just our security but obviously to ensure Parliament can have those critical debates. However, like any system, sometimes hiccups happen. Sometimes it is a lack of training. Sometimes it is just a flood of events.

Speaking of a flood of events, I remember when the former member of Parliament from Atlantic Canada, Mr. Peter Stoffer, who is a fine and very genial individual, raised a concern in this place. We had a visiting dignitary, and he felt the security was disproportionate to the need and he was stopped. I believe he stood right behind where I sit today. He was given the chance to raise the concern. Regardless of whether the privilege was found to be in order and a prima facie case was found by the Speaker, by him standing up and raising it, it not only caused a discussion within this place but also a discussion among the officials who ran the systems to ensure members of Parliament were not impeded in the active consideration of and discharge of their duties.

That member made those concerns known, and I will give my personal opinion with respect to it. I was thinking that when we had a visiting dignitary, such as a president from another country, we expected there to be issues. Therefore, people should basically decide to make changes to their schedule to ensure things would go well. Personally, that is what I do. However, having now sat on the opposition side, I saw cases in the House where, and not yourself as the Chair, Mr. Speaker, the bearer of the title of Speaker in all things spoke to us and found prima facie cases of where members of Parliament were manhandled.

Since then, I have brought forward my own question of privilege. Therefore, my awareness of these things has increased. While a Speaker may not agree with Mr. Stoffer when he sat here as a member, or a Speaker did not agree with me, it made me feel my voice was heard and that we had a chance to deliberate and to think on our duties, and that is an important part of this conversation.

Again, I walk into this place with a great deal of respect. I also wear my ID wherever I go. The simple reason is that I want to make the job for those people who handle our security as efficient as possible. Despite all that, when we have members of Parliament who are unable to come to do the one thing that no one else can do, which is to stand in our places and vote yea or nay, or to abstain, then the voices of the people back home do not count.

Therefore, regardless of party, I would hope the members of the government and all members would agree we should stop, pause, and take note of it. Some members may take note of a particular motorcade was given as an explanation to the member for Beauce. Some may focus on a media bus. Some may focus on the fact that the prima facie case brought by the Speaker is enough for this place. We heard the Parliamentary Secretary to the Minister of Finance say that more could be said. I am here to join that and to ensure we get as many views as possible and that when, as I really hope, this goes to PROC, my peers from parties on both sides of the House will be able to make representations, to hear witnesses.

Again, as a previous Speaker declared, and I am quoting from page 4 of the ruling, “The denial of access to Members of the House—even if temporary—is unacceptable and constitutes a contempt of the House”. A contempt of the House is a very serious thing. That is why we have committees, to bring people in to have an honest accounting from the different agencies. I asked questions specifically, saying that on page 2 the Speaker specifically laid out, “In fact, I have received two reports of the incident...Based on those reports”.

Again, we have a ruling that had an overall look at it, got some initial reports in, and said that there was a prima facie case. That is not being disrespectful of the Speaker. I would suggest it is asking if there could be more than just in a four-page summary. Absolutely I believe there could be, and that is why PROC can be there. It is not up to the Speaker to get into the intricate details. It is up to his or her peers and members of Parliament at the procedural and House affairs committee to examine these. It is the Speaker's job to say that there is a prima facie case. That is how our rules work, and they work very well.

The process we have set up is a good one. As many members have remarked, so many things happen on this precinct and the people working in it all want the same things. However, when these issues come up, where the member for Milton has said that she was unable to vote, we should take that very seriously.

How seriously should we take it? We should take it very seriously. In the centre of this room on the table is the mace. The mace represents your authority, Mr. Speaker, but it also represents the protection of your authority that is garnered through all our members. When it is here, it means the protection is here and that you are going to help us to coordinate our business.

That is because in some parts of our collective history some Speakers were not respected, and I am going back again to Great Britain hundreds of years ago. When Speakers would go to a monarch and say “Here's what the people have said about taxation”, they risked being beheaded or imprisoned, simply because the monarch of the day did not want to hear what the House of Commons, as it was back then, had to say.

I would just point out that we need to have safety for individual members as well as the proper processes that we trust our Speaker with to ensure those things are respected.

We have three forms of government: the executive, obviously embodied in the Prime Minister and his cabinet; the legislative function, which we are; and the judiciary.

I will read off the back under my card, which states, “Under the law of parliamentary privilege, the bearer has free and open access at all times without obstruction or interference to the precincts of the Houses of Parliament which the bearer is a member.” The reason why I raise this is the law. This is not just a simple privilege. This is actually law. We have the ability to say in this place that we will manage our own affairs. When members are somehow stopped through a process not of their own making, that is unreasonable, unreasonable meaning that the system or the people operating it stop them from fulfilling their functions, then it bears close examination. That is what the committee process is set up for, and I really hope government members will support that process.

There was an amendment proposed by the member for Beauce, and I will read in French:

That the motion be amended by adding the following: “and that the committee make this matter a priority over all other business including its review of the Standing Orders and Procedure of the House and its Committees.”

As we all know, that particular committee is seized with the issue of our rights. It is seized by the issue of how this place conducts itself. Some members on the government side do not want to hear those voices. They are not happy that the committee is seized with an issue of their own making. They are not happy that parliamentarians from various parties are standing up for those rights, not just our inherited rights but the rights that this place needs to maintain in order for those who come after us to enjoy. If those rights are not taken seriously in any place, whether it be in this House, the other chamber, or in our parliamentary committees, we have a problem.

The Liberal government says that it is all about discussion. Let us discuss members not being able to vote, things that are happening now that should not be happening. We understand that when things out of anyone's control happen, forgiveness is often given, explanations though should always be made.

Our primary responsibility is to scrutinize the spending of government, to authorize the spending of government. Supply is very important. When those concerns come up, we need to be able to deftly examine the issue and hear from the individuals responsible as well as their managers to give a proper accounting of what happened, what went wrong, what could be improved, and how this could be avoided in the future. Anything less is not taking those rights seriously.

We have heard Liberal government members say that they take this seriously. Good, let us take care of it now. Let us get this to PROC. Let us give the committee the ability to see the infringements of our rights and be able to right them. Maybe during that time some position of authority of the executive will have quiet conversations saying that they have been hearing from caucus members and opposition members, and that maybe the Liberals should change their minds on how they approach things.

Just like with Motion No. 6, maybe a little space on PROC to examine this issue would allow for some of those crucial conversations between those in authority, those who obviously have pushed to have their modernizing Parliament agenda at that committee. Maybe, like Motion No. 6, the Liberals will withdraw it, because they know that people on this side of the House are going to stand up, whether it be that inadvertently our rights were denied or whether this is a plan orchestrated to make life easier for those in power.

I believe that if we send this to PROC, perhaps those things might happen. I write to my constituents about those things, that there is a proposal to have us stop sitting on Fridays, that there is a proposal to pre-program motions so the government does not even need to move time allocation and just accepts it as being a default status quo, which is wrong. It is just as wrong as it is when members rise and say they were denied their rights to discharge.

Again, I believe that members of Parliament must be responsible. Obviously there are things that happen in day-to-day life where inadvertently those rights may be pushed, but members still have a right to come here, as Mr. Stoffer did, and to raise those concerns, and for those in positions of authority to hear the feedback from a member to make sure these things are being dealt with, that people are trained and knowledgeable about the very special institution we have.

I have no doubt that many members of the security service out there know more about the Criminal Code than I do, and I sat on the justice committee. I have no doubt. By the same token, they should also be versed in at least the basics of parliamentary procedure and our law, which again stands firm. We have the ability to make laws for how we conduct ourselves in this place. It is something that was hard fought for and maintained by your predecessors, Mr. Speaker, and through the Sergeant-at-Arms and his predecessors.

That is what I contend. I contend that this ruling is fair. I believe that had this ruling happened previously, the immediate result would have been that this would have gone to PROC right away so that the government could actually start moving forward and bring in its bills instead of getting lost in these things. However, it is interesting that we see a filibuster at the procedure and House affairs committee that the government does not want to interrupt with what the member for Milton and the member for Beauce have both said is an obvious issue that needs to be dealt with.

I just want again to thank the Speaker and his staff who definitely listen, who act quietly to ascertain the facts, to hear all of our voices, whether they be with the government or not, to ensure that this place always has a space to make sure that we are able to do our jobs. I humbly submit that if we support both the amendment and the motion, this will show faith in our parliamentary system and allow us to move forward. I plead with the government to have that conversation among its members asking if the way it is proceeding is good not just for the country but for this place, and whether this will, as the Rotarians like to say, build better friendships and a more fair use of our time.

[Maryam Monsef, Liberal, Peterborough—Kawartha, ON]

Thank you for that.

Bill C-25 is a bill that's gone through part of its movement through the House, and it's with committee right now. Part of it is addressing just that: ensuring that we do better than having one out of five seats filled by women around corporate board tables. We know that when there are more women around those tables, we make better decisions. I'll be working with Minister Bains on that. I know that colleagues in the House and committee will make sure that it's the best bill it can be.

We hosted Canada's Daughters of the Vote here on International Women's Day. Those 338 young women and their passion and their knowledge and their talent and the respectful ways they conducted their debates and dialogue—all these are reminders of why we need more diversity in this place.

We've been working on various initiatives, and there will be a lot of work ahead of us. One thing that I believe in, and I know members around this table believe, is that those of us who are here, women or men, have a responsibility to the next generation of leaders who are watching us, who are paying attention not just to what we're doing and how we're spending but also to how we conduct ourselves here. We have a responsibility for the way we behave, the words that we use. We have a responsibility as leaders to lead by example and to make sure that we are positive contributors to the culture shift that needs to happen.

[Lloyd Longfield, Liberal, Guelph, ON]

I was going to go to C-25, but we won't go there.

Thanks.

Industry, Science and Technology

[Dan Ruimy, Liberal, Pitt Meadows—Maple Ridge, BC]

Mr. Speaker, I have the honour to present, in both official languages, the third report of the Standing Committee on Industry, Science and Technology entitled “BillC-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 Chair, Liberal, Dan Ruimy]

We're out of time.

Just to clarify, we are continuing with Bill C-25 on the 21st. Any business that was previously scheduled will now be bumped forward to another time.

We're good. The meeting is adjourned.

[The Chair, Liberal, Dan Ruimy]

It's quite clear that we're not going to finish this today.

We'll wait for Mr. Schaan to come back to answer your question, but I guess we're going to have to continue on at our next meeting, which is Tuesday, March 21. Whatever we have scheduled for that day, we will have to push that. We will continue with Bill C-25 on March 21.

[Brian Masse, NDP, Windsor West, ON]

Thank you, Mr. Chair.

I will have copies distributed in both English and French. It's very much a modest change to what's been proposed by the Green Party in some respects, but once again it uses language that was specifically passed under Bill C-16, an act to amend the Canadian Human Rights Act and the Criminal Code. It says that Bill C-25, in clause 24, be amended by replacing lines 5 to 7 on page 9 with the following:

information respecting gender representation and diversity—including in regard to colour, race, religion, national or ethnic origin, age, sex, sexual orientation, gender identity or expression, or mental or physical disability— among the directors and among members of senior management as defined by regulation as well as any prescribed information respecting diversity.

Let's be clear on this motion. This was passed in the House of Commons as part of amending the Canadian Human Rights Act and the Criminal Code, and it still includes the regulations that will have the oversight of this.

This gives a good window, not only so Parliament can have something on the record for this but also for the regulatory oversight part of this so it is still fluid within that jurisdiction.

The big difference on this is that it makes it consistent with previous legislation passed through this particular House of Commons so we will not be inconsistent with what we have previously done. Following this path is obviously important for consistency, not just for this country, related to race and ethnic divisions and representation as well as regarding the gender issues we've raised in the past. In fact, if you didn't catch it, Mr. Bains had a good statement on promoting diversity and inclusion on International Women's Day. He said that Canada benefits when more women reach the highest levels of achievement. He said, regarding diversity and openness on International Women's Day, that Canada needs more women to reach the highest levels of achievement because an open society that values a diversity of ideas and perspectives is good for business, and that it is also good for innovation, which is Canada's path to economic growth.

I thought that was put well. This will help reinforce that for all members of Parliament.

Again, it would be odd for us to have a leading piece of legislation regarding the description of diversity and gender and then for us to divert away from that legislation, especially given that it's in the Canadian human rights code. I think it would be very alarming for us to divert from what the House of Commons has already passed as a definition. Again, for those who are concerned about any changes, there is the regulatory aspect part of it.

I'll leave it at that for now. Hopefully, we can dispense of this and move forward with a good vote and have this completed, because, again, it provides an open door for both. It's a win-win for everybody. It's also consistent with the government agenda. Again, I think it would be really odd for us as a committee to basically say the human rights code and the Canadian Human Rights Act are inconsistent with our legislation here. It would be quite telling for us to push back against Senate legislation that we have already passed in the House of Commons.

Thank you.

[The Chair, Liberal, Dan Ruimy]

Welcome, everybody. We'll get this show on the road here.

Welcome to meeting 51 of the Standing Committee on Industry, Science and Technology. Today we're continuing our work on Bill C-25.

(On clause 24)

We left off at PV-5. There were quite a few things being said. If there is anything new to add to PV-5, I would like to hear that. If not, we could then move on to the next one, NDP-13.

Mr. Lobb.

[Mark Schaan]

The distinction is that, in Bill C-25 as it's currently set up, distributing corporations, those trading shares to the public, would be required to disclose prescribed information related to gender and diversity to their shareholders on an annual basis. The act does not apply to non-distributing corporations.

The distinction here would be that this would apply to all CBCA corporations, distributing and non-distributing, as opposed to prescribed information through the regulations, and would require a direct submission to the minister with respect to the gender makeup of 70:30.

[Mark Schaan]

Sure. This is a long-standing issue as to the degree to which the Canada Business Corporations Act outlaws bearer shares or not. We have had discussions with both Publish What You Pay Canada and Transparency International, the global anti-corruption coalition, as part of our FATF review.

It is the long-standing view of both us and independent legal opinion externally and within the justice department that bearer shares have, in fact, been illegal in Canada under the CBCA since its inception in 1975. Subsection 24(1) of part V of the act says, “Shares of a corporation shall be in registered form and shall be without nominal or par value.”

That has always been the case since 1975, so in our view, bearer shares have always been inadmissible and non-permissible under the act.

What we are changing in Bill C-25 is we are adding a new section under section 29, which is “options”, whereby an individual may hold an option for conversion to a share and that share must be in registered form as per subsection 24(1). What we are changing in proposed section 29.1 is to say you can't issue any more options that are in bearer form, and if someone shows up with one, you have to convert it to a registered share.

What it is right now is an option. Our view is that this would complicate matters because it actually requires the registration of the option as opposed to the registration of the share, so under subsection 24(1) our view is that what we want to register is the share. For the option, we are doing what we believe the act has the power to do, which is to bind corporations to do two things: one, no further options in bearer form, and, two, if anyone shows up with one, you have to convert it.

[Elizabeth May, Green, Saanich—Gulf Islands, BC]

In clause 7 then, this is related to the last NDP motion. It deals with the problem of bearer shares. It's clear that Bill C-25 occupies itself with the subject of bearer shares in dealing with new ones, but it doesn't deal with existing ones. In trying to fit this amendment into the substance and shape of the bill as it now is, I've added a subsection, which you'll find fits in after proposed subsection 29.1(2) on line 32.

It's in the proposed section that deals with bearer shares, so I believe it will not be inadmissible. We certainly tried to make it fit within the clauses of the bill that are currently being considered, and I'll just read the operative words, because there's a lot of language in conversion privilege, option or right, etc. The goal here is this language: anything in bearer form issued before the coming into force of this section may not be exercised until it has been replaced in accordance with proposed subsection 29.1(2).

I think it's really clear from a lot of the evidence that this committee has heard that bearer shares are a problem. Bill C-25 realizes they are a problem, but it leaves the barn door wide open. As Brian Masse has already pointed out, Claire Woodside's evidence was very persuasive, from Publish What You Pay Canada.

Just to quote her, and this relates directly to this amendment, “This change will ensure that criminals are prevented from using existing bearer shares for nefarious purposes.”

I really hope the committee will approve my amendment PV-4.