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.

Enhancing Transparency and Accountability in the Transportation System Act

[Chandra Arya, Liberal, Nepean, ON]

Madam Speaker, the hon. member mentioned the requirement to disclose the diversity of boards of airport authorities and senior management. A few years back, we passed Bill C-25, which said that public corporations should disclose their diversity policies in their annual communications to stakeholders. In that bill, we delegated the responsibility to the minister to form regulations that defined diversity, which included indigenous people, women, visible minorities and people with disabilities. Does the member not think this could also apply here?

[Brian Masse, NDP, Windsor West, ON]

I am willing to bet they were asked to be at 25%, whether or not they were even offered 10%. I'm wondering whether legislative-wise.... Here's what I'm worried about. They have to come back here to look at altering the percentage. Is there a way, legislatively, we can give the minister the power to do that through regulation, and/or is there a way to allow the minister to go to 10% unilaterally, to start at 25% and go with that? That is my big concern.

I get the concept that you want to do something a little easier here. I listened very carefully to your response in terms of what the commitment was, what they were asking and who has advocated for what, but that's what I'm concerned about. We already wasted time with Bill C-25. Many of these things.... We had motions that were voted against on these very problems.

Is there a way for us to legislate some flexibility here that would allow the minister, again, to go down to 10% unilaterally through regulations and/or perhaps mandate a review of that every year, for example?

[Brian Masse, NDP, Windsor West, ON]

Thank you, Mr. Chair.

I struggled with this a little bit too. We have a similar amendment. We're wanting to be, obviously, somewhat in line with others. At the same time, this is why I referenced Bill C-25. Its disastrous repercussion led us here to this day because the previous bill by then-minister Bains was so deficient. I think we can go with the 10% and I think we'll be fine. We're known so poorly, so this is catching up.

[Brian Masse, NDP, Windsor West, ON]

I want to thank my colleague and friend from the Bloc, Monsieur Lemire, for mentioning fraud, because I thought Bill C-25 was complete fraud. It made us look like we had legislation on the issue when, basically, we really didn't have anything effective.

What you're saying about the bill is don't let the opportunity pass, but at the same time, you would like to see other areas strengthened in the bill. We could do a little better. As we go through our clause-by-clause, we could keep that in mind.

Would you agree that there is probably room, internationally, to allow us to do that? We often hear as members of Parliament that we can't do this because of a trade agreement with whomever, or we can't do that because of other legal systems. We get that all the time. If we improve this bill, what's the context internationally for us ?

[Brian Masse, NDP, Windsor West, ON]

Thank you, Mr. Chair.

I'm going to quote a couple of things from a February 28, 2017, Toronto Star article entitled “New law won't stop Canada being used for money laundering, tax evasion, critics say”. What hasn't been discussed a lot here is that this is actually our second attempt in recent years to deal with this. Bill C-25 was the first one. At that time, Minister Bains said it “would provide the foundation for a 21st-century marketplace. They will align Canada’s framework laws with best practices in jurisdictions around the world.” In my comments in that article, I said, “It’s a missed opportunity.... The message to the financial community is: ‘We’re taking a pass.’” I also said, “I think we’re going to get called out by the international community for this.... There are glaring holes in corporate accountability and transparency.”

My first question for you, Mr. Caldera, is this. Will we have the same reaction in passing this piece of legislation as it's currently written? Again, that was my problem with the previous one, Bill C-25. What is your opinion on this? Is it going to be a missed opportunity again, or do we have it right this time? Ironically, most of these amendments are things that actually got voted against when I tabled them for Bill C-25.

I'd like to hear from you on where we're going to be when this is done.

[Brian Masse, NDP, Windsor West, ON]

Thank you, Mr. Chair.

I'll follow up on that vein, because it's an important issue that this committee actually dealt with before in Bill C-25. It looked at the Canadian Business Corporations Act and the inclusion of women and visible minorities on boards of directors in Canada. We went with a model of “comply or explain” for the boardrooms of Canada to report on, versus mandates or percentages.

Could we perhaps get an update on how we're doing in that regard? That was about four or five years ago with the former industry minister. I want to know where we are with that. It would be important to get an update, especially with March 8 coming up.

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

I appreciate the opportunity to meet with you on this occasion, as you mentioned at the outset, with regard to the tabling of the 2019-20 main estimates.

It's my intention to share with this committee the details of the continued implementation of our government's innovation and skills plan. That's what's reflected in the budget, and the estimates as well.

My comments will be brief. I want to allow the maximum amount of time for questions.

However, before I go further, I'd like to thank this committee for its ongoing review of the Copyright Act as well as its invaluable efforts and reports on the Canadian manufacturing sector; innovation and technology; intellectual property and technology transfer—which was very helpful for us when we unveiled our first national IP strategy—and broadband connectivity, of course. Your committee has also studied Bill C-25 and Bill C-36, as well as Canada's anti-spam legislation. Long story short, Mr. Chair, our government greatly values these contributions. They have helped shape our innovation agenda.

We are well on our way to accomplishing our goals, but we know there is much left to do. That is why I am here today to discuss the proposed budget allocation of $8.6 billion in the 2019-20 main estimates for the ISED portfolio and to answer any questions that you may have. I am seeking your continued support as we advance the innovation and skills plan.

Allow me to provide some examples of what's in that budget, particularly in the main estimates.

One issue that's very important to us, and that many of you are aware of, is CanCode. To develop the digital economy, our CanCode program has helped more than one million students learn digital and coding skills. It's more than simply coding. It's about collaboration. It's about teamwork. It's about preparing young people for the jobs of tomorrow.

Budget 2019 seeks to provide an additional $60 million over the next two years. Because of that initial success, we've allocated additional funds to help another million young students gain new digital skills. It's not only about the kids; it's also about the teachers. We're empowering many teachers to learn how to teach how to code as well so they can provide additional opportunities for future generations.

Broadband is another area that's very important and that's come up often in the many conversations this committee has had, and of course in our travels across the country.

To ensure we have the infrastructure to put the skills to use, which I just highlighted with regard to CanCode, budget 2019 proposes $1.7 billion for high-speed Internet access.

I look forward to working with my colleague Minister Jordan to implement this funding. Our government is committed to this initiative. It complements the connect to innovate program that we launched a few years ago, and we were able to leverage a billion dollars' worth of support in total through that program.

The next item I want to talk about is superclusters.

We've supported the creation of five innovation superclusters. These superclusters will strengthen key sectors of our economy, which will attract international investment.

In doing so, these superclusters are building innovation ecosystems that bridge the gap from idea to commercialization to growing global firms. It's really about creating this ecosystem. I think you'll find this stat very important as well. Superclusters are expected to create 50,000 jobs and to grow Canada's economy by $50 billion over the next 10 years. This is really about growth and jobs, and about continued global leadership for Canada when it comes to our innovation economy.

Complementing this initiative, we are providing new sources of capital for large-scale innovation projects, as well. One such project that is very important to highlight, and that impacts many of our communities, is the strategic innovation fund, SIF. Through the SIF, we have announced contributions of $1.2 billion, leveraging investments of $15.3 billion. We not only are making these investments but also have seen significant leveraged dollars. We're expected to create, again, tens of thousands of jobs. These range from, of course, the automotive sector, which is very critical to our economy, to the aerospace sector to food processing to digital technologies.

If you're counting, that's more than 100,000 jobs from just those two initiatives. I'm talking about superclusters and SIF. I just wanted to highlight some of those key initiatives in my opening remarks as well.

I also want to take this opportunity to talk about the recently launched digital charter, which is central to the next phase of our innovation and skills plan. Under the digital charter, individual privacy and business innovation are complementary, not competing, priorities. This approach supports an environment in which business models that rely on leveraging data for growth put an even bigger premium on trust. This is really about creating and building trust in the digital world. Trust and growth should be mutually reinforcing principles. You can't have one at the expense of the other.

Our government's investments under the innovation and skills plan are working. Since October 2015, Canada's economic growth has led the G7 and unemployment is at a record low.

By building on Canada's competitive advantages—the most highly educated workforce in the world, unrivalled access to global markets and low costs for doing business—companies are growing in Canada, coming to Canada and investing in Canada.

Let me give you a quick snapshot. I'm an accountant; I like numbers. In 2018, we saw the highest levels of venture capital investments since the early 2000s. It was $4.6 billion. That's clearly an indication of how we're turning a corner. We're seeing additional investments—particularly late-stage investments—in companies that are scaling and growing. Foreign direct investment grew by nearly 60% as well, which is really important to know.

We're seeing nearly twice as many Canadian companies on their way to the billion-dollar mark, which is a true sign of global competitiveness. We call them unicorns. How do we create more Shopifys? How do we create more large-scale companies that are growing and creating jobs? Right now, we have 20 in the pipeline that are well on their way to doing that.

Canada has become one of the world's best places to live and do business. We saw that recently at two conferences. Collision in Toronto and C2 Montreal highlighted again how the world is coming to Canada to take advantage of all the opportunities here.

Our world-class workforce and cutting-edge infrastructure is attracting investment and opportunities.

Our government is committed to building a strong and innovative economy that benefits all Canadians.

Once again, I thank this committee for its work and for giving me this opportunity to speak today.

I'm happy to answer any questions you may have.

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

That's a great question, Irene.

The fact that only one in five seats is filled by a woman in Canada's wealthy corporate boards is a shame. It also affects our economic opportunities and competitiveness.

So, we introduced a comply and explain model through Bill C-25. Parliament supported it wholeheartedly. We introduced that bill in the understanding with corporations that if we were not able to see results, we'd be willing to take further steps.

The recent data isn't showing much improvement. I'd be interested in seeing your bill, Irene, and wrapping my head around it.

Justice

[Maryam Monsef, Minister of International Development and Minister for Women and Gender Equality, Lib.]

Mr. Speaker, we reject entirely the premise of that question. What I would like to know, and what those 338 young women want to know, is why the Conservatives voted against the funding to bring them here to Ottawa, why they voted against funding to support women entrepreneurs and why they voted against funding to ensure that Canadians across the country have opportunities to sit around decision-making tables through Bill C-25. Our record speaks for itself; so does theirs.

Budget Implementation Act, 2018, No. 2

[Majid Jowhari, Liberal, Richmond Hill, ON]

Madam Speaker, I have the honour and privilege of serving with my colleague from Guelph on the INDU committee, as well as in regard to our joint initiative on mental health.

The hon. member is quite correct. When we were studying Bill C-25, the topic of ownership, specifically by women, came up in the study. We realized that whenever there is fair representation of females, corporations on average perform in the neighbourhood of 30% better. We welcome Bill C-25 and also the measures in this act that support female participation in corporate structures, as well as making sure we have proper representation.

[Lloyd Longfield, Liberal, Guelph, ON]

Madam Speaker, it seems that New Democrats think we have too many pages in our budget and that we are doing too much for Canadians. I hear the Conservatives saying that we should not be investing in our economy and should focus on limiting our vision for Canada. This bill reflects the complexity of the challenge of making Canada fairer and the economy work for all Canadians. During the INDU committee's studies, the committee looked at Bill C-25 and the composition of boards. It also looked at beneficial ownership to try to make sure that women can participate on boards and in management. Other parts of the budget bill are supporting women in business.

Could the hon. member comment on the importance of proper governance so that women have a fair chance in our economy?

[Brian Masse, NDP, Windsor West, ON]

Thank you, Mr. Chair.

Thank you, gentlemen. It's been a circus here, and I appreciate your patience.

I've had a high degree of interest in this, having come through a bill I championed, which was recently defeated, on single-event sports wagering. The United States has moved ahead with this in a 6-2 decision and will now, basically, be a bastion for organized crime related to sports betting and also a flag-bearer for nefarious offshore operations that will receive Canadians participating in their operations.

One of the things that is clear about some of the work we did on Bill C-25, with regard to beneficial ownership, is that Canada is considered a laggard in terms of its international reputation for dealing with beneficial ownership. I do want to say, though, for the record, that in terms of public and private disclosure, it's interesting that you can, with that corporate number, ask for the public to subsidize you for everything from your entertainment business expenses to writeoffs, a series of different things, but you don't actually have to disclose ownership of it. You get all the benefits of the public subsidy, being tax deductions, but you don't have to actually disclose what it is that you are....

I would like your comments. What would be the criminal reasons for not wanting to actually provide that public identity?

[Vanessa Morgan, Board Chair, Soulpepper Theatre Company]

Thank you for the opportunity to share my views with you today. I commend the standing committee for looking into the issues of gender parity in arts and cultural organizations.

I'll give you little background on me. I run an investment management company in Toronto and have been involved as a board volunteer with social service and arts organizations since the 1990s. I've been on the Soulpepper Theatre Company board since 2011, was appointed as the chair-elect last November, and took over officially this February.

Personally, I have experienced no barriers in joining boards, but I am president of a charitable foundation that happens to donate a fair amount of money in the province of Ontario, particularly to arts organizations, so the organizations like to try to keep me and others like me engaged. It's a perspective that's different from other people's.

I do find that in terms of lack of inclusion it's worse in the corporate world. I think the arts and cultural sector is ahead of other industries in terms of gender diversity. For arts boards in particular, I don't see gender diversity as the main issue. It's more an issue of diversity in general, more economic and ethnic diversity.

Volunteers are almost by definition persons of privilege, people who have both spare time and spare money, so that tends to focus the pool of potential directors when boards are seeking new members. To me, diversity of experience and perspective is what is most important for any board, whether it's in the arts sector or a corporate board. While adding women to a male-dominated board can add some diversity, if all those women have the same socio-economic background, it's not really going to broaden the perspective of the board.

Personally, I don't believe in quotas. I feel they are paternalistic and can result in tokenism, which in my opinion is actually worse than no representation. “Box-ticking” doesn't mean inclusion. Quotas can result in resentment on the part of men and doubt on the part of women if they feel they've been added to a board only because they are female. Funders in the arts and culture sector can make it known that diversity is important by virtue of questions in the applications for funding.

I also feel that women need more encouragement to put themselves forward. Gender parity and pay equity in the corporate world would go a long way to putting women on an even footing with men financially, and things like affordable child care could help with time constraints, because, really, it's money and time that people need to be board volunteers. I'm sure the Liberal Party spent a great deal of time on encouraging the women who form part of the gender-balanced cabinet in the lead-up before 2015, so perhaps some lessons could be learned there.

I also suggest that the same activity is required to ensure greater ethnic diversity on arts boards among arts patrons and audiences. Board mentors can be helpful in assisting new board members in acclimatizing to the culture of a particular organization and the board.

In terms of arts leadership, it seems to be happening a little bit on its own. Search committees are all looking for female candidates.

Each artistic discipline is different. Performing arts organizations have a particularly strong history of women in administrative leadership roles and as volunteers on small and mid-sized boards. As an example, Soulpepper is doing a search for an executive director, and we have 12 people on our long list, five of whom are women.

However, there is more of an issue on the artistic leadership front, specifically in the artistic director role. I think it stems from structural issues in Canada. There are thousands of small organizations spread across the country, only a handful of organizations of scale, and not even many mid-sized organizations, so it's hard for people to gain the experience to move from a small organization to manage a larger one.

People often need to go to other countries to gain that experience, and you hear about a lot of arts boards that end up hiring someone who's non-Canadian because they weren't able to find a Canadian with the skills that are needed. Search committees all want women on the their short list, but there are not a lot of women who have had the relevant experience in Canada because there are just not that many organizations to provide it.

At Soulpepper specifically, we haven't had any issues in recruiting women to the Soulpepper board, but we do need a greater ethnic diversity, and we need to add a younger perspective. The board members all seem to be aging at the same pace.

A lot of arts boards expect people who become board members to become significant donors as well, and that can be a barrier. At Soulpepper, we have a low dollar value of what's expected to be raised or gathered, but in fact we're willing to waive that expectation if there's a potential board member who would be an excellent addition to the board but isn't able to do that financially.

Currently, the Soulpepper Theatre board is 36% female, but 57% of the board leadership roles are held by women, including me as chair, one of two co-chairs, the chair of the governance and nominating committee, and one of the two co-chairs of the human resources committee.

The governance and nominating committee has identified diversity and inclusion as a priority and has committed to achieving gender parity on the board by 2020. Our HR committee is working with KPMG on a diversity and inclusion assessment of the organization. At present, 63% of the senior management staff is female.

Within Soulpepper, the trend is definitely positive. In 2017, Soulpepper issued contracts with 350 individual artists, and 47% of those were women. Over the past 10 years, that ratio has actually hovered between the 45% and 50% range. However, if we look at female artists in leadership roles, such as director or playwright, that number is lower. There is still work to be done, although we're on the right track. In 2011, only 13% of our shows were directed by women. In 2018, of our announced programming to date, which takes us to October, 58% of the shows are directed by women, including the three that are presently on stage. In 2011 only 25% of our resident artists were women, and in 2018 it's 45%.

Perhaps the most important way that we can address the gender diversity issue and diversity in general is by looking to the future. Soulpepper runs what we call the “Soulpepper Academy”, which is a paid residency theatre training program. It plays an important national role in nurturing the next generation of leadership. Over the past decade, we've graduated 53 artists who have gone on to meaningful and impactful careers, 54% of them women, including actors and also producers, designers, directors, and playwrights. In our most recent academy, 75% were women.

We have some suggestions.

One is that we all continue work to educate people on the importance of the arts and culture sector and to explain the economic argument for it, as well as the significant employment it provides and the spinoff economic benefits, so that people understand why it's worthy of continued support.

Next, more training and education programs would be helpful to address the structural issues across the country.

As well, providing scholarships to enable people to study and gain experience abroad would be very helpful, because arts leadership really is a global market and recruiters do look to see where people have received their training.

Also helpful would be financial support for diverse projects. Arts organizations may not be willing to take a financial risk on a project that's not really aligned with their historical presentations, but organizations do need to showcase work from diverse communities in order to encourage people from those communities to come to the organizations and then ultimately join the board.

I have just a couple of other thoughts.

Bill C-25 requirements for the for-profit corporations could be applied to not-for-profit corporations as well, to ensure some transparency in women and compensation.

Finally, it might be helpful if the Not-for-profit Corporations Act could be amended so that boards would be able to provide a small honorarium to the board members, which would help with the feasibility for people from marginalized communities to participate.

Thank you.

[Kate Cornell, Co-Chair, Canadian Arts Coalition]

Good morning, everyone.

I want to begin my address by expressing my gratitude to the Algonquin people. It is an honour to speak here on their spectacular unceded territory today.

I am the Co-Chair of the Canadian Arts Coalition. Many of you know that the coalition is a non-partisan, volunteer movement spearheaded by a group of national arts service organizations, including my organization, the Canadian Dance Assembly. Collectively we represent thousands of artists and hundreds of arts organizations across the country.

I also want to acknowledge the incredible leaders I spoke to in preparing this brief, at arts organizations and at the funders. I especially want to recognize the co-presidents of my board at the Canadian Dance Assembly: Consultant Soraya Peerbaye, and Gitxsan and Cree Artistic Director Margaret Grenier. Canada has a truly extraordinary group of leaders paying attention to the issue of gender parity.

I have been an arts manager since 1996 and have lived the statistics that I'm going to share with you today. There are so many women working in the arts, but the jobs for women are precarious, and they are rarely stable leadership positions. Since August 2017, after the publication of Bob Ramsay's second article in the Toronto Star about the predominantly white and male boards of directors at the large legacy institutions in Toronto, I have been talking about this problem.

Ramsay's article is corroborated in many different studies, notably by the annual report card by the Canadian Board Diversity Council, which indicates that of the arts organizations surveyed, 74.5% of board members were male and 25.5% were female.

Today, I have four recommendations to present to you, about research and about regulatory action.

Here are some current statistics from several artistic disciplines. I am sure that as members of Parliament you have heard data from many different sectors. I present this data about the arts today with a sense of urgency, because although the arts sector's leadership may not be predominantly female, our audiences are predominantly female and progressive. Audiences in the arts are consistently in decline, perhaps because they don't see themselves reflected in the artwork presented. For this economic reason, the arts sector must change now.

Here come the statistics. In Canadian music, the annual salary of women was 20% lower than the industry average, and only 10% of women held executive positions.

In visual arts we see different leadership depending upon the size of gallery. On the surface, the stats look great: 70% women curators to 30% men, 92% being Caucasian. The bigger the gallery, however, the less likely it is for a woman to be the curator.

Next, we have the sector that I work in. Women form the vast majority of dancers, at 84%. Perhaps it's not surprising that dance is one of the poorest paid of the arts occupations, but men are still prioritized as artistic directors and as choreographers.

We also see women disadvantaged in the world of Canadian literature. Studies show “an undeniable gender bias, one that overwhelming favour[s] male authors”, as is evidenced by the reviewing practices: only 30% of books reviewed by male critics were written by women, which means that women's books are less likely to sell well and less likely to be considered for major awards.

Moving on to Canadian theatre, women occupy less than 35% of the major leadership roles, such as artistic director, director, and playwright.

Then in the deaf, mad, and disability arts domain, 100% of the contributors who produce deaf art, mad art, or disability-identified art are female-led organizations, yet—or perhaps as a result—these arts organizations are significantly underfunded.

Of course, this data is not surprising to any woman who works in the arts.

Although there is a clear wealth of data in the field, we need a comprehensive picture of the role of women in the arts. I want to add my voice to the other witnesses who've already appeared before the standing committee to ask the Department of Canadian Heritage to compile the existing research and paint a picture of the sector so that we know exactly where the bias exists and where we need to change.

My first recommendation is to instruct the Department of Canadian Heritage to conduct a literature review on gender parity in the arts, with attention to artistic directors and boards of directors. I want to encourage Canadian Heritage to work with the Ontario Arts Council because they are currently undertaking a study, an Ontario-focused a literature review, on this exact subject.

Why do we need to change who sits on boards of directors? For me, if we change who sits on the boards, it will impact who is hired as artistic director, who is hired as executive director, and then it goes on down to the staff level. There's a wealth of data from the organization DiverseCity onBoard and the Conference Board of Canada that demonstrate that female and diverse leaders enhance innovation, and strengthen cohesion and social capital.

In March, the president of FedEx Express Canada, Lisa Lisson, wrote on the CBC news site that “We know [that] boards with women on them outperform their rivals, deliver higher returns, and are more aggressive about taking initiative”. Lisson argues that it is just good business practice to have diverse boards.

The House of Commons and the Senate agreed with Lisson last week by passing Bill C-25. I want to thank Mr. Virani for pointing me in the direction of Bill C-25. The bill includes a provision that reads, “directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the prescribed information respecting diversity among the directors and among the members of senior management”.

Unfortunately, this provision does not apply to not-for-profit organizations included in the legislation. They are not part of this specific provision. I called Corporations Canada yesterday to check. So, here comes recommendation 2, which is to instruct Corporations Canada to find a regulatory mechanism to require registered not-for-profit organizations to comply with the expectation of diversity in Bill C-25.

The Canada Council for the Arts has been quietly working on gender parity for two years. Recently, the council put out an RFP that stated, “The Council wishes to develop and pilot an online survey to track the demographic makeup of the workforce and boards of organizations that receive core funding.” The quantitative data will include “gender, age, cultural diversity, Indigenous, Official Languages, Official Languages Minority Communities, disability, age etc. The survey will be completed by the employees and Board of the organizations, not by the organizations themselves.”

Very clearly, they're not asking the executive directors to guess on the status of their board members or their staff.

It goes on to say that the “RFP is for a pilot survey with a small cohort of organizations that will inform future decisions about grant conditions.” The results of this pilot survey will be critical to move the issue of gender parity forward, because, of course, arts organizations are going to pay attention to what the major federal funders are doing.

Recommendation 3 is to require the Canada Council for the Arts to report back to the Standing Committee on Canadian Heritage on the results of the pilot survey and encourage the Canada Council to look at additional equity policies, especially in the program called Engage and Sustain, which is for the large arts organizations.

Of course, board composition is an incredibly complex issue. Boards are made up of volunteers, who can be difficult to find, especially in less populated areas. However, publicly funded organizations have a responsibility to reflect Canadian society. One problem I heard repeatedly was volunteer fatigue, particularly among indigenous, disabled, and racialized communities. Volunteering for a board of directors takes time and labour. Often, women turn down the opportunity to participate on boards because it is financially unfeasible to volunteer. Therefore, this last recommendation is pivotal.

For recommendation 4, I'm recommending that the Canada Revenue Agency permit charities—because most of the arts organizations I work with are registered charities—to change their bylaws in order to offer an honorarium to marginalized board members for their volunteer work. I think this would be a really important move to reduce volunteer fatigue so that we're not going to the same indigenous leaders over and over again to sit on all these boards, so that we could have more women and marginalized people represented on the boards. It would be a recognition of the labour that they're undertaking in taking these positions on our arts organizations' boards of directors.

Lastly, I want to point out that I have not recommended the creation of a mentorship program today. There are numerous well-established mentorship programs in the arts open to women. This is not the problem. Bias and discrimination in hiring practices in search firms and on boards of directors are the problem.

To conclude, I really want to thank the members of the Standing Committee on Canadian Heritage for your boldness to address this sensitive topic of leadership in the arts. Together I hope we can build a better, more respectful arts sector for our daughters.

Thank you.

[The Speaker, Liberal, Geoff Regan]

I have the honour to inform the House that a communication has been received as follows:

Rideau Hall Ottawa

May 1, 2018

Mr. Speaker:

I have the honour to inform you that the Right Honourable Julie Payette, Governor General of Canada, signified royal assent by written declaration to the bill listed in the Schedule to this letter on the 1st day of May, 2018, at 10:55 a.m.

Yours sincerely,

Assunta Di Lorenzo

The schedule indicates that the bill assented to Tuesday, May 1, 2018, was 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.

Canada Business Corporations Act

[Pierre-Luc Dusseault, NDP, Sherbrooke, QC]

Mr. Speaker, I am pleased to also rise in the House to briefly speak to Bill C-25 and the Senate amendments that were returned and on which we are called upon to comment. My colleagues have already done so, and I will not repeat what has been said.

I would like to start by mentioning that the bill has several flaws. Above all, it does not go far enough on certain issues. We are currently discussing similar issues at the Standing Committee on Finance as some of my colleagues know. We have even heard from witnesses on the transparency of Canadian businesses and corporate registries, which make it possible to identify the owners. One of the shortcomings pointed out by several reputable international organizations is Canada's lack of transparency with respect to corporate registries and corporate regulations. This was pointed out many times. We are ranked near the bottom on corporate transparency.

There is a new term in Canada known as snow washing. Some wealthy individuals use Canada to hide the real identities of their businesses' owners. Canada's corporate laws are not often revised. In fact, the last time they were was 40 years ago. Bill C-25 was the perfect opportunity to address these international recriminations about the lack of transparency around our businesses, but unfortunately the government chose not to do so. This is one of the reasons why we proposed amendments to try to rectify the situation. Our attempts were in vain, and I disagree with the government's position on this.

This bill was also an opportunity to fix a problem that comes up all the time at the Standing Committee on Finance. I could even talk about my colleague from Hull—Aylmer, who questioned a tax expert, André Lareau. This expert testified in committee as part of our review of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act, which touches on what we are debating today. Prof. Lareau told the committee that Bill C-25 was a step in the right direction because it would prohibit bearer shares, which make it pretty easy to conceal shareholders' real identities. Unfortunately, Prof. Lareau said that this would not stop the existing shares from being converted into registered instruments.

My colleague even confirmed the existence of this loophole, saying that we had to look at all of the shares that are out there, not just those that will be issued after the bill receives royal assent. Unfortunately, to date, we have rarely had the opportunity to review our laws on corporations, co-operatives, and non-profit organizations. Nevertheless, we hope that the government made note of that loophole and will consider doing something about it in the near future.

In short, corporate transparency around the identity of beneficial owners remains an important issue that has not been sufficiently addressed in this bill. The government should examine that issue soon since Canada will continue to draw criticism regarding corporate transparency.

The government has already taken some action in that regard. It reached an agreement with the provincial ministers under which every company must enter the name of its beneficial owner in the provincial registries. That is a step forward and even though there are dissenting voices that say that this is not the way to go, there is still an apparent willingness to have a registry of beneficial owners, which our party believes is extremely important. I hope that the government intends to consider this issue soon in order to resolve the major problem of corporate transparency.

I hope that I have done the member for Windsor West proud. He has done remarkable work on this file. I hope that the rest of the debate on the transparency of corporations, co-operatives, non-profit organizations, and their boards of directors will be productive.

[Maxime Bernier, Conservative, Beauce, QC]

Mr. Speaker, my colleague has spoken at great length on the amendments that the Senate made to Bill C-25. I would therefore like to talk a bit more about the general content of the bill.

It is important to state why the official opposition voted for the bill or why it has the unanimous support of the House. It is because it is intended to modernize the acts governing Canadian corporations, namely the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act.

The bill seeks to reform some aspects of these acts to make the process for electing directors of certain corporations more modern and efficient. It also seeks to modernize communications between corporations and their shareholders and clarify that corporations and co-operatives are prohibited from issuing share certificates and warrants in bearer form. However, the most important part for those tuning in is that the bill will affect over 270,000 federally regulated companies, many of them small and medium-sized businesses across Canada. They will be positively affected by these changes.

As my colleague said, the amendments made to these acts stem from a study conducted by a House of Commons committee in 2010 and extensive consultations held by Industry Canada in 2014. Consequently, it was high time that the House modernized this bill.

Furthermore, financial regulators have already adapted to these amendments, and some have adopted regulations in order to comply with the future legislation.

I would like to remind my colleagues that we in the House are responsible for modernizing the legal environment that corporations operate in. That is a good thing. It is a noble and meaningful goal. However, we also need to think about the economic environment that these small and medium-sized businesses operate in. There are more than 200,000 SMEs across Canada.

That concerns me a bit more. The current economic environment is not conducive to investments. Let us be honest. The investments made by these small and medium-sized enterprises, as well as the larger companies, are what create wealth and drive the economy. More investment means more jobs. Today, because of the Liberal government's policies, investments are on the decline.

My colleague, the finance critic, said during question period that capital is leaving Canada. It is a disaster. Where is it going? It is going across the border to the United States where President Trump lowered the corporate interest rate from 35% to 21%. The U.S. is attracting capital because the Government of Canada is raising taxes and adding more regulations, which is another way of telling foreign investors not to invest in our energy economy.

The fact is that government red tape and slow moving processes have caused investments in Canada's energy industry to drop by more than $84 billion over the past two years. Indeed, $84 billion in investments in the Canadian energy sector were simply cancelled. Imagine the impact that has on job creation in the country.

That is not all. As everyone knows, Canada has been open to foreign investment ever since Brian Mulroney's first government in 1984. The Liberal government of the day had set up an agency to select foreign investors. When Mr. Mulroney's government took over in 1984, one of the first things it did was get rid of that agency and welcome foreign investment because it knew that investment creates wealth. Since then, Canada has made much progress thanks to foreign and domestic investment.

Now, however, foreign investors are stampeding for the exit. They are leaving Canada. Direct foreign investment in Canada plunged from 42% in 2016 to 27% in 2017 under a Liberal government. Why? Because the economic environment is not conducive to investment and wealth creation. Today we are glad the legal environment is good because Bill C-25 will modernize the Canada Cooperatives Act and the Canada Business Corporations Act. We agree with that.

However, we need to change the economic environment. We need to attract foreign investment. To do that, as the official opposition has been saying for months, we need less regulation and lower taxes. Crucially, the government has to stop taxing Canadians and funnelling the proceeds to big corporations in the form of subsidies and non-repayable loans.

I would add that businesses have lost confidence in Canada. Canadian business investment has declined by 5%, or $12.7 billion, since 2015. What happened in 2015? Oh right, the Liberal government took office and proceeded to scare off foreign investment. Our business people are now reluctant to invest because of this government. This spells disaster for our country's economic future.

We will understand the impact of this drop in investments in the months and years ahead. Fewer investments mean fewer jobs. That is the sad part of all this.

I fully agree with the government on the need to modernize the legislative framework surrounding business corporations. That is a good thing and we support it. However, we do take issue with the economic environment the Liberal government has created for our country. It will spell disaster for future generations.

That being said, I have to say that we fully support all the amendments to this bill brought forward by our colleagues in the Senate. I hope the House passes this bill as soon as possible. I also hope the Minister of Finance understands the situation in which Canadian entrepreneurs are being forced to operate and can assure them of a brighter future.

[Pierre-Luc Dusseault, NDP, Sherbrooke, QC]

Mr. Speaker, I thank my colleague for his comments and his speech. I also thank the members in the other chamber for contributing to this debate.

My question is about how the bill has been roundly criticized for being weak. There are some very important issues surrounding corporate transparency in Canada. The Standing Committee on Finance is discussing money laundering and proceeds of crime, an issue that is often raised. Another such issue concerns beneficial ownership, or knowing who, exactly, owns a business. Unfortunately, this bill is yet another missed opportunity to address the lack of transparency in Canada's provincial and federal business registries.

Can my colleague explain why they decided to consider these transparency proposals but not to not include them in Bill C-25? If they intend to do so, when?

[Maxime Bernier, Conservative, Beauce, QC]

Mr. Speaker, I thank my colleague for his speech on Bill C-25 and I would like him to know that the official opposition fully supports it. As we know, the House voted unanimously in favour of the bill a few months ago. The hon. member did a fine job explaining the changes, but could he clarify whether these changes also apply to both the Canada Business Corporations Act and the Canada Not-for-profit Corporations Act?

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

Mr. Speaker, I am pleased that this chamber has the opportunity to consider 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 one final time. At this point, I think we are all aware that Bill C-25 would make a number of targeted amendments to our economic framework laws in an effort to bring them up to date for our modern economy.

The bill would modernize the director elections for publicly traded CBCA corporations, requiring individual annual elections and introducing a new majority voting mechanism for uncontested elections. It would also allow these companies to take better advantage of modern technology through the notice and access system.

The part of the bill that has received the most exposure is, of course, on the measures to promote diversity on corporate boards through new informational requirements and a comply-or-explain model for having a diversity policy put in place. The bill, moreover, would require bearer share options and warrants to be in registered form, as the shares themselves must already be, as an effort to promote transparency. It would also update the Competition Act to account for a greater variety of business structures.

The measures in Bill C-25 would allow us to embrace best practices, add clarity to the law, and minimize the regulatory burden.

This bill was sent to us by the other place after careful consideration in committee and debate in the Senate chamber. The other place made a certain number of amendments that clearly improve this bill. A small but important amendment was made in clause 13, specifically to subsections 106(6) and 106(6.1), to prevent a board of directors from being paralyzed after a vote to which the majority voting rule applies fails.

The majority voting requirement introduced by the bill would set out the rules that would apply in an uncontested election. That is, where candidates ran unopposed, they would have to receive a majority of votes cast “for” over all votes cast in order to be elected. Directors who failed to be re-elected because of the operation of this provision would cease acting as directors immediately after the election.

After hearing from stakeholders, it became clear that the strict application of the majority voting rule could lead to unintended consequences. The decision-making structure of a publicly traded corporation could be disrupted, as some or even all the directors could fail to be re-elected. While ensuring shareholders' wishes is a key principle of good corporate governance, this principle should not lead to a corporation being without a decision-making body. This would not only be contrary to good corporate governance but could endanger, albeit for a short period of time, the ability of a corporation to make important decisions affecting market and product strategies and the bottom line.

Our colleagues in the other place have carefully assessed this situation and the potential risks associated with it. Based on suggestions from stakeholders and corporate governance experts, they have adopted a simple but effective solution. It would guarantee corporate boards affected by a director's defeat through majority voting a respite of up to 90 days. The amendment is intended to mitigate the risk that the sudden loss of directors would result in unexpected disruptions in corporate decision-making. It would provide a specific grace period of up to 90 days in which directors could continue acting until replaced. The amendment would be largely consistent with provincial securities law and Canadian corporate practices, and it results from a consensus among stakeholders who have an interest in corporate governance.

Shareholders are entitled to vote out directors who are no longer proposing a vision or direction that is expected from them or who have not delivered according to shareholders' expectations. Bill C-25 would reinforce shareholder democracy through majority voting. This is a positive development. However, within the context of this policy objective, it must also be acknowledged that the immediate effect of voting out directors can pose challenges. For these reasons, this amendment, adopted by the other place, should be carried.

I would note that a similar amendment has been reflected in the provisions on elections to boards of co-operatives. For the same reasons I just explained, that amendment is also an improvement to the bill.

Clause 24 of the bill has also been amended by our hon. colleagues. That is section 171.1 of the CBCA. This amendment addresses a slight oversight and would enable the use of electronic communications in a broader range of circumstances.

Everyone agrees that that, in today's world, we should give people every incentive to communicate electronically. The bill makes it easier to use electronic communications with shareholders through something called notice and access. This allows shareholders to access corporate documents electronically through a link provided to them instead of having to request paper copies from the corporation. Many companies provide this service and those who invest directly in Canadian corporations are already aware of the benefits of using this service.

The use of “notice and access” is common, particularly in relation to publicly traded corporations, such as those traded on the Toronto and Montreal stock exchanges. There is no reason not to extend the availability of the notice and access system to every corporate document that is required to be shared with shareholders, with the exception, perhaps, of notices of shareholder meetings, in some circumstances.

Proposed subsection 172.1(1) would require directors of a publicly traded corporation to place before the shareholders, at every annual meeting, a policy on diversity among the directors and members of senior management. This provision, which has drawn large public attention, is a key feature of the bill.

The amendment proposed by the other place would allow corporations to choose the time at which they wished to send the diversity policy, either at the time of sending the notice of meeting or when sending the proxy circular. In the absence of the amendment, the policy would be required to be sent in paper form, in many situations, if sent with the notice of annual meeting. This amendment would be useful and consistent with the trend that has been observed in relation to rules established by Canadian securities commissions.

I have outlined some of the ways Bill C-25 would support our modern economy and the various improvements it has undergone in the other place. I thank the other place for its work in making those amendments.

The amendments made by Bill C-25 would be quite targeted, as they arose from issues with the clearest consensus during consultations. However, modest change should not be mistaken as being unimportant. This bill would help advance the laudable goals of ensuring transparency, clarity, and fairness, empowering shareholders while presenting the opportunity to address important issues such as diversity.

The process has been long, but I look forward to royal assent.

The House proceeded to the consideration of amendments made by the Senate to 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.

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, this afternoon we will debate the Senate amendments on Bill C-25, business frameworks.

Monday, we will continue second reading debate of Bill C-74, on the budget.

Tuesday and Thursday shall be allotted days.

Wednesday, we will resume third reading debate of Bill C-55, on ocean protection.

Budget Implementation Act, 2018, No. 1

[Lloyd Longfield, Liberal, Guelph, ON]

Madam Speaker, I am pleased to stand in support of the proposed budget, Bill C-74, the budget implementation act, 2018, No. 1, which really has the four areas that we have been looking at as a government, taking input from across Canada and working with all parliamentarians. Those include growth, progress, advancement, and reconciliation. It is a wide-ranging budget that covers all aspects of Canadian society and business, as well as our environmental needs.

This is the first legislation our government is tabling to implement budget 2018. Budget 2018 continues to prioritize the needs of all Canadians.

Over the last two years, Canada's economic growth has been fuelled by a stronger middle class. Canadians' hard work, combined with historic investments in people and communities, has helped to create good jobs, almost 600,000 of those jobs created since November 2015. This budget means more help for those who need it, those who then go on to reinvest in their families and businesses in the communities in which they live.

Canada has renewed its relationship with neglected researchers, scientists, and universities and colleges, with the largest commitment to fundamental research in Canadian history. We have also reignited the reconciliation process after the scrapping of the Kelowna accord in 2006, and have removed 57 boil water advisories. This is an example of what we are doing, working with our indigenous partners.

Over the last two years, the environment has been at the heart of our policy and is inseparable from our economic success. By protecting our coasts, we protect our fisheries. By protecting whales, we protect one of our great natural inhabitants that share the country with us. Our tax credits for clean energy are helping to generate clean tech jobs, the jobs of the future.

Women represent half of Canada's population, and their full and equal participation in Canada's economy is essential for our future. Removing the systemic barriers to women's full economic participation will support economic growth, strengthen the middle class, and build a fairer society that gives everyone a real and fair chance at success. The McKinsey Global Institute estimates that by taking steps to advance greater equality for women, such as reducing the gender wage gap by employing more women in technology and boosting women's participation in the workforce, Canada could add $150 billion to its economy by 2026.

Equality in pay cannot be achieved without transparency. In the spirit of transparency, our government will provide Canadians with more information on pay practices of employers in federally regulated sectors. The government will commit $3 million over the next five years, starting in 2018-19, to implement this pay transparency policy.

As a member of the Standing Committee on Industry, Science and Technology committee, I was proud to play a role in reviewing Bill C-25, which is an act to emphasize diversity on corporate boards, getting women around boardroom tables to make decisions on behalf of business in Canada.

Canada's economic success rests not only on the hard work of Canadians, but also on strong trade relationships we have in an increasingly globalized world. Canada is, and always has been, a trading nation. Canadians recognize that done properly, trade can be a positive force for change. The ratification of CETA, which began under the previous government, and also the resurrection of the TPP, which is now the CPTPP, reflect the determination of our government as we open markets for Canadian goods.

Our government is also focused on rural Canada. Agriculture is at the heart of our rural economies. To support Canadian farmers, we have introduced the Canadian agricultural partnership. I was pleased to sit on the agriculture committee as we reviewed and made recommendation toward this new policy. This program will provide hundreds of millions of dollars to protect farmers and bring new innovative technologies to Canadian farms, while at the same time increasing innovation and public trust.

To make use of new agricultural technologies, farmers need reliable Internet access. The government is investing $500 million to extend high-speed Internet services to rural and remote communities across the country.

Budget 2018 also proposes additional funding of $100 billion over five years for the strategic innovation fund to support low earth orbit satellites and to develop the next generation of rural broadband. These satellites will be going on a north-south route versus an east-west route, which will help our northern communities and our fly-in communities in northern Canada.

Federal government scientists enrich Canada's research environment, contributing to research focused on the public interest as well as the kind of discovery science that breeds innovation. To accomplish this goal, budget 2018 announces a reimagined National Research Council and proposes to provide $540 million over five years. Coupled with the largest investment in fundamental research in Canadian history of $3 billion, Canadian scientists now have the tools they need to compete with and to attract scientists around the world.

This budget also advances Canada on the path to reconciliation with indigenous, Métis, and Inuit peoples. Together, we are working hard to improve the quality of life for first nations, Inuit, and Métis peoples, as well as forging a new relationship based on recognition of rights, respect, cooperation, and partnership.

In addition to the $11.8 billion invested in budgets 2016 and 2017, the government proposes to invest an additional $5 billion over five years. This investment will go to ensuring indigenous children and families have an equal chance to succeed in life, to build the capacity of indigenous governments, and to accelerate self-determination, as was announced by the Prime Minister on February 14.

To date, as I mentioned, we have removed 57 boil water advisories from reserves across Canada. I am pleased to serve as a champion to the Minister of Indigenous Services, working on water on first nations.

The government also understands that reconciliation entails a new relationship between the government and Canada's indigenous peoples. That is why budget 2018 proposes to invest $8.5 million over two years to work with first nations to understand how to make the programs more responsive to the needs of individuals and families on reserves.

Budget 2018 also continues the important work initiated in 2016 to build a greener and more sustainable Canada. To support the implementation of this historic national plan, the government has allocated $5.7 billion over 12 years, including $2 billion for the low-carbon economy fund to combat climate change and to advance clean technologies in Canada.

In November 2016, the government also launched a $1.5 billion national oceans protection plan to improve marine safety and responsible shipping, to protect Canada's marine environment, as well as to offer new possibilities for indigenous and coastal communities. This is being discussed in the House a lot lately as we talk about pipelines on the west coast.

One example of how these investments can make a real difference in our communities is the energy neutral waste water treatment project at the city of Guelph. Utilizing a whole-of-government approach, both the federal and provincial governments came together with industry and invested $1.5 million in an initiative to make our waste water plant energy neutral. We are also using research from the University of Guelph.

Our partnerships between the research community, the business community, and our governments at all levels really are advancing the clean technology agenda for Canada. Projects like this demonstrate how this type of collaboration and targeted investments build results for Canadians, results we can share across Canada, and around the world.

I encourage all members of the House to support budget 2018, our equality and growth budget.

[Greg Fergus, Liberal, Hull—Aylmer, QC]

Thank you, Professor Lareau.

I, too, read Bill C-25, and you would appear to be right. The bill would add new subsection 29.1(1), which seems to confirm what you're saying.

Are you saying the committee should recommend that existing bearer shares be converted without the holder's prior consent?

[Prof. André Lareau]

No, not enough. I have worked in the field of bearer shares, but I am not the right person to answer questions about beneficial ownership.

With regard to bearer shares, it should be noted that, despite the amendments to Bill C-25, bearer shares that have been issued will continue to be legal. In this regard, we could learn from the Netherlands, where bearer shares are no longer allowed. For the outstanding shares, namely, those that have been issued, a period of two years has been allowed for those shares to be returned into the system and for the shareholder to be authenticated. The Netherlands are a good example as regards bearer shares.

Financial Statement of Minister of Finance

[Arif Virani, Liberal, Parliamentary Secretary to the Minister of Canadian Heritage (Multiculturalism)]

Madam Speaker, on February 27, we tabled budget 2018. I am proud to rise today to speak in the House about what the budget will deliver for my constituents in Parkdale—High Park and to Canadians right across this country.

This budget is about access. It is about dismantling the barriers to success that many Canadians still face. In budget 2018, we are investing in order to advance gender equality, indigenous reconciliation, the growth of small businesses, and the strengthening of our nation's cultural diversity. These progressive investments will facilitate and promote positive economic growth across all demographics, not just for the wealthiest but for all Canadians.

These investments will help ensure that a social and economic structure is in place to propel all Canadians to success.

Let us start with women and girls. There is no doubt that women in Canada continue to face significant barriers. They carry the majority of the burden of child care. They face gender discrimination and pay inequity in the workplace. They lack equitable access to a variety of male-dominated sectors. As a government, we are determined to facilitate real opportunities for women to overcome their barriers to success.

This means implementing concrete, tangible policies and investing in the promotion of gender equality.

We are addressing the double burden placed on women of both raising children and working full time. Budget 2018 will invest $1.2 billion into the new EI parental sharing benefit, which means that there will be an additional five weeks of paid leave available for a second parent. This means that the primary parent can have the support of their partner while they transition back into the workforce. Another five weeks means that paid parental leave goes from 35 to 40 weeks of shareable time, split in any way that works for individual families. It is an arrangement that empowers families and that will also benefit children, who will have the opportunity for more direct contact with both parents during that formative first year of development.

Let us talk about pay equity and under-representation.

Our government is also committed to ensuring that women receive equal pay for equal work. In 2018, women still receive, on average, 69 cents on every dollar earned by their male counterparts on an annual basis. That is an injustice plain and simple. It is an injustice that calls for intervention at the national level. That is why in budget 2018 we are targeting federally regulated industries by introducing proactive pay equity legislation that will apply to about 1.2 million Canadians. We will also be providing an additional $1.65 billion in new financing for women entrepreneurs through the Business Development Bank of Canada and Export Development Canada.

Our government will also publicly recognize the corporations that commit to promoting women directors in order to improve gender representation in corporate Canada, building on the measures included in Bill C-25. These steps are imperative not only because they are morally imperative but because they make good economic sense.

By minimizing barriers to women’s success in traditionally male-dominated fields and by facilitating their participation in the labour force, we will add $150 billion to Canada’s economy by 2026.

When we support women’s entry into the labour force and foster their success, our society and our economy reap the benefits.

I will now turn to reconciliation with indigenous persons.

I hosted a town hall in my riding of Parkdale—High Park to discuss the importance and the work of indigenous reconciliation. What I heard from my constituents loudly and clearly is that it is unacceptable in 2018 that there are still areas in Canada, including many indigenous reserves, where people do not have access to clean drinking water.

There is no reason why anyone in a developed country like ours should not have access to safe drinking water. We are a rich nation, but for too long that wealth has not been shared equally with indigenous persons, who have suffered under colonial policies and the institutional racism of the residential school system. That is why in this budget we have invested an additional $172 million on top of the $1.8 billion committed in budget 2016 to get clean water on reserves across the country.

Thus far we have lifted 54 long-term drinking water advisories in Canada, and with these additional funds committed in this budget, we will be able to fast-track the eradication of the 81 long-term advisories that are still in place. By increasing this funding, we are committing to completing 25 water infrastructure projects by 2020 rather than 2021 as was originally planned.

This is an important, indeed, I would say, a vital step in the right direction. Without providing access to clean water, the broader goal of truly advancing indigenous reconciliation could never be realized.

Now I want to talk about small businesses.

After hearing the concerns of constituents and small business owners from my riding of Parkdale—High Park and indeed right around the country, our government has revised our approach to small businesses. First, we have lowered the small business tax rate to 10%, and we will further reduce it to 9% by 2019. Second, we have eliminated the proposal to tax capital gains on the transfer of a small business to a family member. Third, we have revised the proposal as it affects passive income. We heard loudly and clearly from business owners that invest in their businesses, create prosperity in our economy, and employ Canadians and boost productivity. We heard from Canadians that they use passive investment income to save for a rainy day, a bad year, sick leave, or parental leave.

These are the types of businesses we will help prosper. To ensure the tax reforms are targeted at only the wealthiest 3%, we are limiting our tax reform proposals to only those corporations that have more than $1 million in passive investments. This amounts to about 40,000 of the 1.8 million businesses in this country. It targets 3% of all Canadian corporations, so that 97% of all Canadian businesses will not be affected by these tax reforms. That is critical because we know that 97% of businesses are working to help the Canadian economy grow, are reinvesting, and are creating jobs.

I want to talk about new Canadians and how they are layered into this new budget. In this country we are strong, not in spite of our differences but because of our differences. New Canadians contribute immensely to the vibrancy of our culture and undeniably to our economic success. This economic contribution is not always attainable, because of the many institutional and systemic barriers that newcomers continue to face.

To overcome some of those barriers to employment that visible minority newcomer women face, budget 2018 will invest $31.9 million as part of a three-year pilot project to provide additional settlement support. That is a critical measure to setting newcomer women up for success, success for themselves, success for their families, and success for their new home, Canada. In addition, to ensure that newcomers have access to better supports in dealing with their immigration cases, $12.8 million will go to the Department of Justice to deal with the pressure currently on immigration and refugee legal aid.

I want to speak about multiculturalism and combatting racial discrimination. Over the past few years, we have seen an escalation of division and intolerance in this country. Despite the fact that the majority of Canadians value our diversity and pluralism, we have witnessed a rise in hate crimes, particularly those that target the Muslim community and continued anti-Semitism. As a government, we know that it is not sufficient to simply talk about championing our diversity. We need to be vigilant in defending it so that we can move beyond tolerating difference and move towards celebrating difference.

To this end, budget 2018 commits nearly $50 million to programming that will advance Canadian diversity; $23 million is dedicated to multiculturalism programming that will enable our government to empower communities and build capacity; $19 million is dedicated to the black community alone, to address mental health issues, youth, and combatting racism; and $6.5 million is allocated to a new centre for diversity statistics.

For the first time ever, Canada will be collecting and disseminating disaggregated data to allow us to accurately pinpoint and thereafter address the obstacles faced by racialized persons in this country. As the parliamentary secretary for multiculturalism, I am proud of this financial commitment of our government in budget 2018. It will allow us to conduct nationwide consultations on the development of a new national anti-racism plan. Although the previous government abolished this plan and reduced funds to the multiculturalism program, our critical investment in budget 2018 underscores our commitment to unifying our nation, rather than dividing it.

As I mentioned at the outset, the growth that we have been witnessing in the Canadian economy has not been shared by all. Budget 2018 is about overcoming barriers. It benefits no one when some Canadians are prevented from succeeding based on their gender, race, culture, or socio-economic standing.

The progressive policies and investments contained in budget 2018 are here to support all of us, to push us forward as a nation, and to ensure that all of us share in the growth being created. I know that my constituents in Parkdale—High Park want to see strong, socially conscious investment from our government, because these types of investments benefit all of us.

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

Part of it is looking around at corporate boards. When only one in five seats is filled by a woman in a country like Canada, we have a problem, and we're working to address that.

Bill C-25, which is in the Senate right now, adopts a “comply or explain” approach. With that, in the new budget there is an opportunity to incentivize and recognize corporations that are doing well around gender and overall diversity in their corporations.

On International Women's Day I also announced $858,000 in funding for the Global Compact, which is an arm of the UN. They'll be working with some 20 champions in the private sector who are demonstrating this kind of leadership—folks like IKEA, for example. They'll be working on determining a blueprint, essentially, for what the barriers are to ensuring greater diversity in workplaces and how the private sector can be part of this work.

In terms of representation of women in under-represented fields—science, trades, technology, engineering, mathematics—there's funding in the budget to address that. There's up to $6,000 in grants for women studying trades, to be able to pay for equipment, for example. That's one barrier removed, to get them to high-wage fields. We also know that pre-apprenticeship training is important; getting that interest early on will be critical. Then there's $1.6 billion to a women's entrepreneurship strategy. When women are able to determine their destinies and create jobs for others, it's better for everyone.

These are just some of the ways we're working to address some of those contributors to the wage gap.

[Mark Schaan, Director General, Marketplace Framework Policy Branch, Strategy and Innovation Policy Sector, Department of Industry]

Thank you, Mr. Chairman and members of the committee, for the invitation to appear before you.

My name is Mark Schaan, and I serve as Director General of the Marketplace Framework Policy Branch in the Strategic and Innovation Policy Sector of Innovation, Science and Economic Development Canada.

The sector broadly includes such policy areas as innovation, telecommunications, and clean technology. However, my branch specifically analyzes the role of marketplace framework laws in meeting the department's objectives.

While the review you are now conducting covers specifically the Proceeds of Crime (Money Laundering) and Terrorist Financing Act, or PCMLTFA, it should be acknowledged that other pieces of legislation contribute to trust and confidence in the marketplace. In that sense, they reinforce the objectives of the PCMLTFA.

Most relevant for today's discussion are the Canada Business Corporations Act, or CBCA, the Personal Information Protection and Electronic Documents Act, or PIPEDA, and the Competition Act.

We are all aware of the fallout from international information leaks that have shown the need for clear and coordinated action to detect and deter money laundering, terrorist financing, tax evasion, and tax avoidance, while continuing to facilitate the ease of doing business in Canada. Innovation, Science and Economic Development Canada, alongside government partners, has been at the forefront of a national strategy to strengthen the transparency of legal persons and legal arrangements, and to improve the availability of beneficial ownership information.

As you may already know, security holders may decide to nominate a third person as nominee to hold and trade the security on their behalf. In the case of a shareholder, a nominee would be listed as a registered shareholder in the share registry of a corporation.

Nominees can be appointed for good business reasons. One need only think of shares of publicly traded companies held through mutual funds or investment brokers. However, legitimate business practices should not foster a climate in which secrecy reigns to the benefit of wrongdoers who use the shadow of nominees to facilitate their criminal activity.

Corporate governance is an area of shared federal-provincial-territorial jurisdiction in Canada, so the Canada Business Corporations Act, CBCA, alone is not enough to address the issue of beneficial ownership. Only about 10% of corporations in Canada are federally incorporated, so an effective legal response to this issue naturally requires strong federal-provincial-territorial co-operation to ensure we have consistent standards across the country.

To this end, following up on budget commitments made in 2017, federal officials have been working with provincial and territorial counterparts toward implementing new standards for corporate and beneficial ownership transparency. Provincial and territorial interest in this process has proven to be strong, and provincial and territorial officials have been engaging with us by providing practical and thoughtful contributions to the development of a Canadian approach.

This partnership hit an important benchmark in December 2017 when the federal, provincial, and territorial ministers of finance agreed on an initial phase to a legislative strategy to enhance the transparency of beneficial ownership of corporations. The objective is simple and targeted: corporations should be required to disclose the identity of beneficial owners who control the corporate decision-making process through voting shares or because they are in a position to materially influence company decisions.

The details of the approach are currently under discussion with the provinces and territories, but with the proposed changes, Canada would bring its corporate standards further in line with those of other OECD countries.

I should also briefly mention the relevance of Bill C-25 currently before the Senate. If adopted, this bill would improve corporate transparency and accountability through the abolition of bearer share options and warrants. These instruments can be used to transfer securities without their beneficiaries having to register the transfer.

PIPEDA is technology-neutral and principles-based legislation that came into force in 2001 and sets the ground rules for how private-sector organizations collect, use, or disclose personal information in the course of commercial activities across Canada. It also applies to personal information of employees of federally regulated works, undertakings, or businesses—organizations that are federally regulated such as banks, Faith airlines, and telecommunications companies.

As a general rule, PIPEDA requires organizations to obtain the individual's consent for the use, collection, or disclosure of his or her personal information. Individuals can then choose whether or not to consent to the collection, use, or disclosure of their personal information.

With respect to certain uses and disclosures of personal information, PIPEDA provides for exceptions to the requirements related to informed consent. For example, organizations subject to PIPEDA can disclose personal information to a government institution without the knowledge or consent of an individual if the institution identifies its lawful authority and indicates that it suspects that the information relates to national security, defence, or international affairs, or for the purposes of enforcing a law of Canada.

PIPEDA also makes specific reference to disclosure to government institutions in accordance with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act. PIPEDA also allows for the disclosure of certain personal information to other private sector organizations without knowledge or consent in cases of suspected fraud or for the purpose of investigating a contravention of a law in Canada.

As a statute of general application, PIPEDA has broad scope and generally overrides other provisions that can be found in other federal statutes, unless expressly provided for in the other statute. As such, PIPEDA applies generally to all sectors of the economy and does not target specific sectors. Under the PIPEDA framework, some provinces have privacy legislation for the private sector that has been deemed substantially similar to PIPEDA, which means that such legislation applies instead of PIPEDA in some cases.

Protection of personal information is also included in several federal and provincial sector-specific statutes. The federal Bank Act, for example, contains provisions regulating the use and disclosure of personal and financial information by federally regulated financial institutions, and most provinces have legislation dealing with consumer credit reporting. As noted earlier, the presence of other legislation that has privacy-related provisions does not necessarily mean that PIPEDA does not apply.

The Minister of Innovation, Science and Economic Development is responsible for PIPEDA, while the Office of the Privacy Commissioner of Canada and the federal courts are responsible for its enforcement. If an individual believes that his or faceher personal information has been mishandled by an organization, he or she can file a complaint with the Privacy Commissioner, who, as an independent agent of Parliament, will investigate the complaint.

The Competition Act is a law designed to protect and promote competition in the Canadian marketplace, through administration and enforcement by the Competition Bureau. Most of its key provisions address classic anti-trust principles, such as cartel activity and merger review, but the act also contains a set of civil and criminal provisions that address deceptive marketing, particularly false or misleading representations, which includes mass marketing fraud.

I would be happy to respond to any questions you may have on any of these statutes and their relations to the PCMLTFA.

Thank you.

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

Thank you very much, Bernadette, and welcome. You were a force as the chair of the Atlantic caucus. You were able to move many mountains and you continue to do so. We are very fortunate that we now have you as an advocate around this table.

We are committed to increasing the participation of women, and from diverse backgrounds, in all areas of public life but also within the private sector. Your question was how we can do this beyond legislation. I will highlight Bill C-25, which is at the Senate right now. The focus of it is diversity around corporate boards. That's important because often it is boards that hire executives, CEOs, for example. That cultural change and that diversity of perspectives at the top is going to lead to different perspectives and perhaps practices that end up being applied.

In terms of what we're doing as a federal government, for example, the President of the Treasury Board introduced the name-blind recruitment process. That takes some of the unconscious biases that can sometimes prevent perfectly qualified people from having their resumés and applications moved to the top.

We are investing in ensuring that we do a few things. One of the critical pieces which came up at the G7 ministerial meeting in Italy a few weeks ago is that for our daughters to seek positions of power and influence, one of the most critical factors and often a systemic barrier is lack of role models. If she sees someone who looks like her, who talks like her, who's had experiences and a similar background as she has, doing something such as leading in the House of Commons, leading in a company, leading as a woman in media or other unrepresented fields, she's more likely to dream it and believe it's possible for her. That's a really important piece.

That data showed that women don't negotiate, for example, for higher salaries. We don't always believe we can reach that next promotion. Part of that work is internal, in mentorship and coaching. Championing is important. This is work that individuals can be part of, but also that the government can do through highlighting great women.

[Frances McRae]

You're absolutely right that there are many reasons, and the environmental factors in the workplace culture are obviously part of what women face. We're finding that many organizations, such as Canadian Manufacturers & Exporters but also private corporations, are seeing that they have a role to play in ensuring men in the workplace are also part of the solution, whether as leaders or as peers.

I was just looking at a transcript of a conversation that Minister Duncan had at a gender summit held earlier this week. One of the things that was noted was that, for example, men in a workplace could make a big difference by just saying to a woman colleague, “There's a job opportunity; I think you'd be great for that.” That respect and acknowledgement of capability goes a long way, so you're absolutely right about that.

In regard to Bill C-25, we believe one of the first important steps in addressing what's actually happening in workplaces is to have people understand what's going on in the sense of encouraging companies to think about what their numbers look like. Critical mass makes a big difference.

[Frances McRae]

To be honest, the actual work around Bill C-25 is done in another part of my department, so on that specific question about where the next steps are, I would have to come back later with that.

I will just say one thing, if you'll allow me to, on Bill C-25. We think that the lack of diversity on corporate boards and senior management is an issue, and we are placing responsibility on Canada's corporations to advance that issue.

[Earl Dreeshen, Conservative, Red Deer—Mountain View, AB]

Thanks again, Madam Chair.

There are a couple of points I wanted to talk about. There was a discussion on Bill C-25, which is now at second reading in the Senate. I was on the committee that studied that. One of the frustrations was that, as far as quotas are concerned, or decisions, it was all being left to regulation versus being affixed to the legislation that was there.

Has there been discussion within the department as to how this will be dealt with on a regulatory framework, or is it still the thought that you'll wait until it finally comes back to your department to initiate?

[Frances McRae, Assistant Deputy Minister, Small Business, Tourism and Marketplace Services, Department of Industry]

Thank you, Madam Chair.

Good morning everyone and distinguished members. My name is Frances McRae. I am the assistant deputy minister for small business, tourism and marketplace services at the Department of Innovation, Science and Economic Development Canada. The acronym I will be using is ISED.

In French, it is ISDE.

Last February, my predecessor, Ms. Shereen Benzvy Miller, addressed this committee and outlined how ISED is supporting the economic empowerment of women. It is my pleasure to provide an update on ISED's activities since our last appearance.

Canada is a world leader on gender equality, but we do have some challenges on the economic advancement of women, as you well know. I'll talk a bit about our sense of how the situation looks for small and medium-sized enterprises and women entrepreneurs.

I have a few facts to start. Only about 15.7% of small and medium-sized enterprises, SMEs, are majority owned by women in comparison to 64.6% majority owned by men. You may have seen a recent survey of more than 900 Canadian tech firms done by a new company called MoveTheDial and MaRS Discovery District, which found that women “account for just 5 per cent of CEO roles and 13 per cent of executive team positions, while more than half—53 per cent—of tech companies have no female executives. On average, women account for 8 per cent of director roles, while 73 per cent of firms have no women on their boards.”

A study in June 2017, by McKinsey Global Institute, which you're likely familiar with, found that improving women's equality in the workforce by 2026 could increase Canadian GDP by $150 billion.

As you know, the economic empowerment of Canadian women is a key component in Canada's economic prosperity and was highlighted in Budget 2017.

Women's entrepreneurship is increasingly recognized as a key source of employment creation and advancing women's equality. We have found it helpful to think about women in entrepreneurship and women in business as a continuum. They grow and develop along their entrepreneurship journey, from young girls and women needing exposure to entrepreneurship and opportunities in STEM, science, technology, engineering, math, as you well know, through accessing financing, business supports, and mentoring in order to start and grow their businesses. At the other end of the continuum are experienced business owners and leaders who need procurement and export opportunities, leadership advancement, and access to corporate boards.

I'd like to give the committee an update on activities that ISED supports to help women along this journey.

If I go back to the idea of a continuum, the first stage is exposure to entrepreneurship and STEM. For instance, CanCode is investing $50 million over two years starting in 2017-18 to support educational opportunities for coding and digital skills development for Canadian girls and youth.

As I move along the continuum, women benefit greatly from business skills support training. For example, the regional development agencies, which are part of the ISED portfolio, fund entrepreneurship development and women-directed business training across the country.

Women also need financing in order to start and scale-up their businesses. For example, we indicated at our last appearance that the Business Development Bank of Canada had committed to investing $700 million by 2018 in women-owned businesses.

I am pleased to report that BDC has exceeded this commitment. As of September 30, 2017, $809 million had been authorized over 30 months. We surpassed the target of $700 million that the Bank had set. The Bank's portfolio of majority women-owned businesses is now at 4,744 clients, a 41% increase from the start of the initiative.

Announced in November 2016, BDC's women in tech fund extends $50 million in venture and growth capital to women-led tech firms, targeting early-stage and growing companies.

BDC will also deliver a new $400-million venture capital catalyst initiative, which was announced in budget 2017, to provide late-stage venture capital to Canadian entrepreneurs, obviously including women entrepreneurs.

The BDC has partnerships as well. The Women's Enterprise Centre of Manitoba provides loans of up to $150,000, and through a new co-lending agreement signed in June 2017 with the centre, BDC will provide an additional $100,000 to businesses that require more capital.

Finally, BDC has also undertaken a full review of its services to women entrepreneurs. It's expected to release its findings shortly.

As women move along the growth pathway, especially women transitioning to high growth, their needs become more complex. Like all entrepreneurs, they need access to experienced business mentors and targeted supports. I'll give you a couple of examples of how ISED supports organizations that help women-owned businesses grow.

There is Futurpreneur, which offered business training and mandatory mentoring to over 400 young women entrepreneurs last year.

Fierce Founders, a Waterloo-based tech accelerator that is part of an industry-led innovation centre known as Communitech and funded by FedDev Ontario, is designed to provide seed funding and mentorship to women-led businesses. Since the program's launch in 2014, Communitech has seen an increase in women engaging in its start-up services, and now sees 25.9% of its active start-ups with at least one female founder.

For women with mature businesses in the last stages of the continuum—and I'll wrap up shortly on that—we seek to help them export and provide procurement opportunities. For instance, ISED recently launched Innovative Solutions Canada, a new procurement program announced in budget 2017. To maximize inclusiveness, particular effort is going to be made to encourage procurement from under-represented groups, including women.

The government has also taken steps to advance the number of women on boards and in senior management. Bill C-25, which is currently at second reading in the Senate, would require publicly traded companies under the Canada Business Corporations Act to disclose information on the gender diversity of their boards and senior management.

Finally, I will mention an initiative that we anticipate will provide recommendations along the continuum. You will recall that in February 2017, Prime Minister Trudeau and U.S. President Trump announced the creation of the Canada-United States Council for Advancement of Women Entrepreneurs and Business Leaders. The council is focusing on five areas: increasing the number of women in STEM; encouraging women to start businesses; growing women-owned businesses; increasing women's access to capital; and advancing women as leaders in the private sector. These areas align with ISED's priority areas of support for women entrepreneurs, and we anticipate seeing recommendations over the coming months.

To close, Canada is a world leader in gender equality. That said, there is still work to be done.

While the government supports women at various stages along the continuum, we know that we need to continue to do work in this area with other departments and with stakeholders.

Thank you for your attention today.

[Julie Dabrusin, Liberal, Toronto—Danforth, ON]

You guessed where I was going with my next question, so that's good.

The next piece I think both of you have mentioned was representation on boards and the need for data.

Again, I'll start with you, Mr. Singh, but I'd like to hear from both of you.

Bill C-25 requires a comply-and-explain structure as far as reporting on diversity, and a lot of discussion has been on reporting gender diversity for senior management and board members. Do you think that's one way we can collect better data on representation? Do you have any other suggestions as to how we can better collect data on representation on boards of directors and senior management?

Opposition Motion—Minister of Finance and Conflict of Interest Act

[Brian Masse, NDP, Windsor West, ON]

Mr. Speaker, it is a pleasure to rise today on this opposition day motion, presented by my colleague. The last bit of exchange was interesting. I hope Mary Dawson is listening to this, because it speaks to the arrogance taking place here in the way she and her office are being used by the government. Theparliamentary secretary just got up and said, “...trust me, Mary Dawson...will be in touch.”

The parliamentary secretary, while espousing the independence of Mary Dawson, has just indicated that she is going to take action. He is giving a directive to this chamber and to the public in general about someone else. This is one of the most disturbing things taking place today. Some of the defence that has been taking place, the shield of the ethics office, which operates under legislation made in this House with the dominance of the Liberal Party and its ethical perversions over the years, still has not resonated that it actually has the capacity to deal with the conflict of interest in this chamber. The member opposite is now suggesting that Mary Dawson is going to contact every single member of Parliament, and to trust him, she is going to do that. The amount of arrogance in that is profound. It comes to the real problem we are talking about, the confidence and trust of the people.

The motion we tabled in the House of Commons is simply to live up to the Liberals' standards and ethics. It is almost like we have to apologize, and Canadians have to apologize that the Liberals dined out on this in 2015. They said they were going to be different than their own selves. In fact, we would often hear their own members contradicting each other on the electoral campaign, including the member for Papineau talking about other Liberals in the past and their past indiscretions in regard to ethics, standards, and behaviours, going back to everything from the Chrétien years to the most recent being the former prime minister, Paul Martin. He was called out for sailing ships with different flags so he could save on taxes, and not actually have the people serving on those ships get the same standards that Canadians deserve in their own workplace. That is reality. That took place. The former finance minister used ships of convenience and flags of convenience of his own registered companies to get lower working standards, lower wages, and avoid taxation for his home country. Shame.

What have they learned from that? They have learned nothing. We are apologizing for the fact that they campaigned that they were going to be different. They said they had changed this time. They were going to drink from the other glass, not the same one they had been drinking out of during the Chrétien and Martin years, with all those ethical breaches and standards they had in the past from Dingwall, to Gagliano, to all those things in the past.

Here we are. They have created their own mess because their own Minister of Finance could not figure out a basic thing that all of us know: when something in front of us seems wrong, usually it is, and do the right thing. We have to stand here and apologize and basically call them out for the fact they have not lived up to what they promised to be.

The motion is crafted in a way to deal with the facts. The first one is “(a) after being elected to Parliament in 2015, led Canadians to believe that he had placed his shares in Morneau Shepell into a blind trust, while never having done so”. It was not someone else who led people to believe that. It was the finance minister.

I am so sorry that the finance minister promised to do something and he never did. I guess it is my fault. I guess it is my colleagues' fault. I guess it is Canadians' fault that he did not do what he said he was going to do. That is what we are talking about here. It was not thrust upon him. It was something he said. He willfully went to the public, built that trust, and said he was going to do that. He never did it.

The second one is “(b) used a loophole in the Conflict of Interest Act to place his shares in a private numbered company instead of divesting them or placing them in a blind trust”. What is important is, people have seen the key moments in modern history where there have been leaks about individuals using tax havens and loopholes, from the Isle of Man, to Bermuda, to Barbados, and other places.

People have had enough. They cannot get prescription drugs. They have a hard time paying the rent, are worried about the future, and their jobs are more precarious. At the same time, people in our own civil society are using the system that is supposed to defend them. This place, the House of Commons for the common people, has set in place a taxation process to be fair and equitable, and it allows people with an accountant and lawyer to skirt that. It is a cottage industry that has turned into an extreme example of the inequity in society.

This has to end. I hope people take this to heart, because this is the problem that comes with fairness. This system basically defends a colonial system of taxation of the poor versus the wealthy. We have created a system where the better an accountant and lawyer one hires, the less money one pays, even after paying them off, than the neighbour down the street who is trying to do a nine-to-five job and just wants to have 40 hours a week with benefits to make sure their child can go to school in the future. That is what is at odds here.

Look at the wording of the motion. Let us remind ourselves what a numbered company is, by its definition. A general definition states, “Numbered companies may include, but are by no means limited to, new companies that have not yet determined a permanent brand identity, or shell companies used by much larger enterprises for various purposes.”

Therefore, if one can afford a lawyer and a numbered company that does not have a permanent status, purpose, or anything, then one has the chance to shelter their money by using the tax laws, and those accountants and lawyers, to pay less taxes. It does not have to be a good idea or be innovative. No, not at all. It does not have to be any of those things. It could be a villa or something else that one dreams up or creates that then has a number to it.

Ironically, we talk in this motion about Bill C-27, which is the next point on this, an act to amend the Pension Benefits Standards Act. That is a conflict of interest, at least on appearances. My goodness, how can we have a finance minister not even understand that recusing himself would be the number one thing?

There is another piece of legislation that has been forgotten in the debate today, which is Bill C-25. Bill C-25 looks at a series of different things that relate to not only pensions but also shareholders and the Corporations Act, to find out how shares can be hidden and sheltered. What the members on the other side did is to create a piece of legislation that buffered the real debate out of Bill C-25 for issues that are complicated, bearer shares and all these different things. They were just more ways to squirrel away the money if you are rich versus that of anyone else. It slid on through here and reinforced that this place is no longer the House of Commons, but a house that represents a taxation system for the few who can have accountants and lawyers.

That bill passed, and we had amendments on it to provide more clarity and transparency. However, what did we get? Why is it that the minister chose random numbers for personal interest? When one looks back at that in the history of time, again, it is about sheltering personal interests. Sheltering personal interests and using the law to do so should not have to be explained here, if one came for that reason. It should not have been taught.

Most importantly, as I conclude here, it is what the Liberals said they would do differently. They said they would be different than themselves. That is who they said they would be different from at that time.

I remember these things. We can go back and watch debates and check out the former Prime Minister Paul Martin and Canadian steamships. This is the second time coming.

(Bill S-3. On the Order: Government Orders:)

June 20, 2017--Third Reading of Bill S-3, An Act to amend the Indian Act (elimination of sex-based inequities in registration)--the Minister of Indigenous and Northern Affairs.

(Bill read the third time and passed)

(Bill C-25. On the Order: Government Orders:)

June 20, 2017--Third Reading 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--the Minister of Innovation, Science and Economic Development.

(Bill read the third time and passed)

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, I am seeking unanimous consent for the following motion. I move:

That, notwithstanding any Standing Order or usual practice of the House:

(a) if Bill C-23, An Act respecting the preclearance of persons and goods in Canada and the United States, is concurred in at report stage later this day, when debate on the said Bill collapses at third reading, all questions necessary for the disposal of the Bill at that stage be put forthwith and successively without further debate or amendment, provided that, if a recorded division is requested, the bells to call in the members shall ring for not more than 30 minutes;

(b) Bill S-3, An Act to amend the Indian Act (elimination of sex-based inequities in registration), be deemed read a third time and passed on division;

(c) 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 deemed read a third time and passed on division;

(d) a message be sent to the Senate to acquaint Their Honours that the House disagrees with the amendments made by the Senate to Bill C-44, An Act to implement certain provisions of the budget tabled in Parliament on March 22, 2017, and other measures, because these amendments infringe upon the rights and privileges of the House;

(e) when the House adjourns today, it shall stand adjourned until Monday, September 18, 2017, provided that, for the purposes of any Standing Order, it shall be deemed to have been adjourned pursuant to Standing Order 28 and be deemed to have sat on Thursday, June 22, and Friday, June 23, 2017; and

(f) when, at any time the House stands adjourned until and including Friday, June 23, 2017, a standing committee has ready a report, that report shall be deemed to have been duly presented to the House upon being deposited with the Clerk.

Canada Business Corporations Act

[The Speaker, Liberal, Geoff Regan]

Pursuant to an order made on Tuesday, May 30, 2017, the House will now proceed to the taking of the deferred recorded division on the motion at report stage of Bill C-25.

The question is on Motion No. 1.

The House resumed from June 20 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 amendment) from the committee, and of the motions in Group No. 1.

Statistics Act

[Lloyd Longfield, Liberal, Guelph, ON]

Mr. Speaker, Bill C-25 and Bill C-36 were both studied at the INDU committee. We had extensive conversations about the composition of boards, in both cases, trying to reflect diversity of background, thought, and gender. Having an independent board for Bill C-36 following the regulations that we are lining out on C-25 could really help us with our working with statistics in Canada.

Can the member expand on that if he agrees with me?

Canada Business Corporations Act

[Dave MacKenzie, Conservative, Oxford, ON]

Mr. Speaker, I am pleased to speak 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.

I will tell members that we will be supporting the bill. It is a bill that essentially came from the Conservative Party in the last Parliament.

Bill C-25 would aim 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, a large number of Canada's reporting issuers are also governed by the CBCA.

The proposed amendments in Bill C-25 cover several key corporate governance matters: majority voting, individual voting, annual elections, notice and access, diversity-related disclosures, and shareholder proposal filing deadlines. If enacted, these changes will affect about 600 of the approximate 1,500 companies on the TSX.

Bill C-25 is also the minister's second piece of legislation that has come straight from our previous Conservative government's 2015 budget. For those in the House not aware, I will read an excerpt 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...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.

When it comes to modernizing corporate governance and reducing red tape, the previous Conservative government made massive strides. We believe in fostering an environment in which businesses could grow and contribute to Canada's long-term prosperity. I am pleased to see that the Liberals have moved forward with the comply or explain model. It has been proven that more diverse boards lead to better overall decision-making, better boards, better organization, and better economics.

However, with all the hard work our previous Conservative government did on the bill, which is still being continued by the Liberals, the Liberals want to use our past legislation and call it their own. I suppose this does free up some time, which the Prime Minister has made clear is a priority for him. Hopefully, this will allow the Liberal Party to focus on what it feels is more important to Canadians, photo ops and selfies.

Back in 2015, the Conservative Party knew that this bill needed a couple of amendments. The motion put forward by the NDP and the proposed amendments to Bill C-25 are similar to the amendments we proposed in committee, and we the Conservative Party are in support of that motion.

In 2010, a House of Commons committee led a statutory review of Canada's federal corporate governance framework, which led to further consultation in 2014 by Industry Canada. After hearing from witnesses, the Conservative Party put forward two amendments to make the bill stronger, and like the motion put forward by the NDP, these amendments included defining the term diversity, and requested a review to take place on the diversity section after three years. Even back in 2015, these amendments were voted down by the Liberal Party. We, the official opposition, will stand with the NDP and many witnesses to the committee on the importance to define diversity in the bill.

The NDP amendment defines diversity as:

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.

For a party that claims to fight for diversity, the Liberals are not even willing to tell Canadians what they mean by the word diversity. Does this sound familiar to anyone else? Well, it should.

The second amendment, suggested by almost all witnesses, was to ensure that a review of the diversity policy would happen. The timelines varied from one to five years. As a result, the opposition agrees that a three-year review would be best. We chose this time frame, because it would allow for results to come in, and if changes were necessary, they could be made promptly. Furthermore, we took into consideration the federal election, which could cut into the review if a two-year timeline was suggested. A three-year review would occur after any upcoming election.

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. Changes proposed to the Competition Act would do just that. They would reduce business uncertainty and create a competitive marketplace, and prevent anti-competitive practices. The amendments would also reduce the administrative burden on businesses.

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 the corporate governance practices in companies. With these amendments, suggested by the NDP, Bill C-25 will be Canada's next step in modernizing corporate governance.

The official opposition will stand with the NDP and the committee witnesses to have these amendments made to Bill C-25.

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

Mr. Speaker, I enjoyed listening to the debate on the previous bill. It was encouraging to hear many comments recognizing the importance of June 21, which is National Aboriginal Day. This day has been celebrated for many years. It is a celebration of Canada's indigenous culture, a very unique heritage. I look forward to celebrating tomorrow. The debate we had is a step forward. National Aboriginal Day needs to be recognized.

Let me get to Bill C-25, an act that would amend the Canada Business Corporations Act. It is important we move forward with the bill. I would encourage all members of the House to support it.

When we think of the corporations, over one-quarter of a million corporations in every region of our country fall under the Canada Business Corporations Act, or the CBCA,. Under that is a general framework for operations that in essence provides guidance.

Canada carries a tremendous amount of influence well beyond our borders. When we talk about that framework for businesses or corporations in general, whether they be non-profit, for profit, cooperatives, or whatever they might be, it is important we have an opportunity to not only demonstrate strong leadership in Canada but outside of Canada as well.

One of the things we really should spend time talking about, with respect to Bill C-25, is the opportunity for diversity, which is one of the biggest selling points for me. The bill recognizes the importance of annual general meetings, among other things, involving corporations. For me, the highlight is that we are demonstrating the benefits of Canada's diversity. When we talk about diversity, we talk not only about minorities but also of gender.

Over the last number of decades, virtually since the creation of legislation to provide guidance, to provide that general framework, it really has not been overly successful in ensuring diversity within those thousands of corporate boards. The legislation before us would send a strong message.

I believe that message will be well-received by all those who are responsible corporate citizens, directors on boards, and who understand the true value of diversity. We recognize that excluding individuals hurts us all. Opening doors and at the very least being aware of diversity will enhance the quality of life of all Canadians.

When I reflect on what we have accomplished over the last number of months, one of the things I am proud of is the fact that we have a Prime Minister who has demonstrated from day one how important it is to recognize diversity. All one needs to do is to take a look at the individuals who sit around the cabinet table. I would challenge anyone to mention any previous government that has seen such great diversity in cabinet, which is gender balanced.

The Prime Minister has been fairly well recognized as a feminist Prime Minister, not only by individuals from every region of the country but other countries abroad. When I had the opportunity to share some thoughts on the bill, the aspect that really came to mind was diversity.

In the future, the backbone of our economy will be our small businesses? The best way to advance Canada's middle class is to ensure there is a better sense of productivity, of diversity, that we all move forward together. If we are successful in doing that, we will have a healthier middle class and those aspiring to be part of it.

Today, we find more male-dominated boards, even in ethnicity and the lack of diversification. Many corporations, and do not want to use one brush with which to paint all corporations, have recognized the value of diversity and have taken it upon themselves to act on that. Those more progressive corporations that have recognize the value of this will reap the benefits in the future.

Let us bring it to this legislation. This issue of diversity is now being promoted in a very tangible way, and it has been done in several ways. That is why I wanted to share with members very important aspect of the legislation.

I want to highlight some of the summaries. It is important to recognize that we are reforming some aspects of the process for electing directors of certain corporations and cooperatives. That is one of the greatest appeals of diversity. We are looking at modernizing communications between corporations and/or cooperatives and their shareholders or their members. It is important to recognize that we are clarifying that corporations and cooperatives are prohibited from issuing share certificates and warrants in bearer form. It is also important to recognize that we are requiring certain corporations to place before their shareholders, at every annual meeting, information about the diversity among directors and members of senior management.

These are all very important aspects, changes that affect more than just the Canada marketplace framework or assist in that framework. They go beyond the Canada Business Corporations Act.

It is important to recognize that these amendments will help increase shareholder democracy and participation. They will also increase women's participation on corporate boards and in senior management in recognition of these changes, also allowing Canada's framework laws to better reflect modern ways of doing business.

We have a wonderful opportunity to demonstrate leadership on this file, a file that touches literally well over a quarter million corporation in every region of our country. I would encourage members opposite to get behind Bill C-25. Jointly we can send a very powerful message. That message has been sent in the past, but it will be reinforced by supporting this legislation. I encourage members to vote yes.

The House resumed from April 6 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 amendment) from the committee, and of the motions in Group No. 1.

Business of the House

[Bardish Chagger, Liberal, Waterloo, ON]

Mr. Speaker, tomorrow the House will debate Bill C-49, on transportation modernization, at second reading.

On Monday we will debate our changes to the Standing Orders. Following that debate, we will resume second reading debate on Bill C-51.

Tuesday the House will debate Bill S-3, on Indian registration, at report stage and third reading.

Following that debate, we hope to make progress on the following bills: Bill S-2, the bill respecting motor vehicle recalls, at second reading; Bill C-17, respecting the environmental assessment process in Yukon, at second reading; Bill C-25, on encouraging gender parity on the boards of federally regulated organizations; Bill C-36, the bill to give Statistics Canada greater independence; Bill C-48, the bill to impose a moratorium on oil tankers off the B.C. coast; and Bill C-34, the bill to reinstate sensible conditions for public service employment.

Second Reading

[Alice Wong, Conservative, Richmond Centre, BC]

Mr. Speaker, as I mentioned earlier, I have no problem with equal work or equal pay. However, Bill C-25 has not addressed the other equal supports. If only the salaries are raised, without giving these now full ministers the true support they need, it is just window dressing. That is why this should have been taken out of this bill and discussed in greater detail. Being Liberals, they are very good at lumping everything together so that if members vote against the whole bill, they would be voting against, for example, pay equity for women.

Had they been really serious right at the beginning, they would have given to these ministers of state who are women full support. Why wait 18 months to do that?

Status of Women

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

Mr. Speaker, because almost half of Canadian companies have no women on their boards, zero, Canadian women expected our self-proclaimed feminist Prime Minister to turn words into action. However, Liberals are using the failed, discredited comply and explain model of the Conservative Party in Bill C-25. The government should adopt my legislation, Bill C-220, to get gender balance.

Quebec legislated quotas, and in five years reached parity on crown boards. The same success came with legislation in France, Norway, Finland, Iceland, and Sweden.

Without quotas, Canadian women will wait 72 years for equity. As Caroline Codsi from La Gouvernance au Féminin said, “When we legislate, we find women. When we do not legislate, we find excuses.”

Let us no more excuses. It is time for the government to act on women's equality.

[Tanya van Biesen]

I would say that it's one of a number of ways to go. As I mentioned, I don't think there's any one right way to get there. I do support what's being proposed in Bill C-25 as a step in the right direction. I think comply or explain, as currently defined in the OSC, could be tightened up. As you've heard from others, there are a lot of companies explaining with weak explanations.

So I'm a proponent of Bill C-25. I think it's the right step for us to take, at least as a first step.

[Tanya van Biesen, Executive Director, Catalyst Canada Inc.]

Good morning, and thank you for inviting Catalyst to be part of the discussion this morning. I've had the chance to speak with some of you before.

Catalyst is a global not-for-profit that advocates for the advancement of women in business.

I'm going to talk about three areas, specifically the gender wage gap and occupational segregation; tools to strengthen women's economic security; and ways to increase women's entry, participation, retention, and representation in leadership and in high-paying positions.

I'd like to take a minute to set the stage in Canada. As many of you will know, among some, not all, of the reporting 710 companies listed on the TSX, which represents about $2 trillion in market value, only 12% of board seats are held by women, and 45% of those companies have no women—zero women—on their boards. Further, 43% of these companies have zero women executive officers, and then another 28% have only one. Finally, fewer than 5% of CEOs of Canadian companies are women. The Canadian stage is not quite what it could be with respect to women.

Let me talk a bit about this first issue of identifying the problems that affect women's income: the gender wage gap specifically. Catalyst's research, along with that of many others, shows that wage inequality starts early in women's careers and worsens over time. In fact, studies we've done show that Canadian high-potential women earn $8,000 less than men do in their first post-M.B.A. job and are more likely to start at a lower-level position despite same levels of experience and education. Earning less over a lifetime means that women receive lower pensions when they retire and are at a greater risk of either poverty or a reduced lifestyle than are men.

In our view, the pay gap and other gender gaps exist for a number of reasons, including entrenched systemic barriers and unconscious biases, not because women are less qualified than men. I would point to a couple of things.

The majority of talent recruitment, development, management, and compensation systems are not designed to correct early inequities. They're built on the notion of meritocracy, which I think we love to latch onto in Canada. Many research projects have shown that merit contains a significant amount of unconscious bias, because merit is defined by those in power.

I would also note in the area of gender wage gap that some groups of women experience much larger wage gaps than others, notably racialized and indigenous women, newcomers, and women with disabilities. I have some facts on that.

Indigenous women earn 18% less than indigenous men, and 36% less than non-indigenous men. Women with disabilities earn 16% less than men with disabilities, and 48% less than men without disabilities. Racialized women earn 19% less than racialized men, and 34% less than non-racialized men.

This should be a real concern for Canada, as our mix continues to change and we have a government that is very pro-immigration. Not only are women being left behind, but racialized women are being even further left behind.

On the subject of occupational segregation and lack of access to key growth sectors, I would say that social norms and stereotypes continue to influence girls' and young women's educational paths, and consequently their professional careers. These stereotypes start very early in life, at home and at school.

I know that education sits with the provincial governments, but to the extent that the feds can influence what's happening provincially, this education at home and at school from a very young age is critical. Further, biases in the workplace that cause women to leave industries such as high tech—and we're seeing a lot of news around that, for instance, Uber, and Salesforce, and many other companies—have to be addressed through strong leadership, training, process, and systems changes.

Turning now to identifying possible tools to strengthen women's economic security, the following actions by both business and government will help.

One way is to adopt pay transparency policies. Government mandates requiring companies to publicly disclose salaries and/or gaps between women and men's wages, such as the U.K. government's regulations and Australia's legislation requiring companies to do so, are examples of ways to achieve pay transparency.

The second way is to re-evaluate negotiation policies. While women negotiate both promotions and compensation as much as men do, research shows that women are penalized when they do so.

The third way is to adopt a prohibition on compensation based on salary history. Several U.S. states and local governments have already proposed or passed this type of legislation—notably Massachusetts, New York City, and Philadelphia—because basing salary on previous salaries leads to a continuation of lower pay for women.

The fourth way is to conduct internal pay equity studies, analyses, and audits to eliminate and ensure you don’t have a gender wage gap. Another government policy example of this is the recent Iceland legislation requiring large companies and government agencies to undergo audits and prove that they are in compliance with equal pay rules.

Finally, as ways to increase women’s entry, participation, retention, and representation in leadership and high-paying positions, I would point to evaluating recruitment, retention, promotion, and talent development systems for gender bias. Analyze pools of candidates for both hiring and promotion decisions; are they reflective of a broad pool of candidates? Bring an unconscious bias spotter into promotion and high-potential discussions. That can apply to business and government, and not-for-profits for that matter. Challenge recruitment partners to bring forward a diverse set of candidates, and above all, monitor and track progress for compensation, promotion, and hiring decisions, because the data will give you the truth.

From a board perspective, in our view there's no one right way to accelerate progress for women on boards. What does matter is that companies set goals for a percentage of women as board directors, and that boards use at least one mechanism to facilitate board renewal, such as age or tenure limits, coupled with board evaluation processes. We believe governments should reinforce the setting of targets, renewal mechanisms, and written policies, and should track and publish progress. We do believe the government should adopt comply-or-explain legislation, such as has been proposed in Bill C-25.

Finally, we encourage government to seize on the opportunity to leverage groups, like the gender and good governance alliance, previously referred to in a prior testimony by Beatrix Dart, which is a tremendous alliance of like-minded not-for-profits that can be used as a think tank by governments across the country.

Thank you.

[Marc Serré, Liberal, Nickel Belt, ON]

Thank you, Madam Chair.

I want to thank the witnesses for their presentations and preparations for today's meeting, and for their work in the field. Obviously, we can use much of the information you provided, as others have said.

My first question is for Ms. Codsi.

You spoke passionately about Bill C-25. You seemed to say that we may not be going far enough. It would be a good step forward, but work would still need to be done.

You mentioned the need for legislation to increase the percentage of women on boards and executive committees of companies. Currently, women constitute 5% of CEOs and 15% of university board members. Minister Duncan also suggested the withdrawal of funding from universities that fail to increase the quota to over 15%.

We've heard witnesses say that we must shake up the system. Quotas have been mentioned, but the idea has been rather negatively received.

You spoke of research on the topic. I really want to look further at this area.

I'm very proud that women constitute 50% of the federal government's cabinet. These women are exceptional and highly qualified.

Why do people continue to say that quotas aren't necessary to shake up the system? What research do you have to try to change this mentality and make progress? You said that France planned to have women constitute 40% of board members in 2017. In Canada, women constitute about 15% of board members.

How can we shake up the system and make radical changes to increase this rate?

[Caroline Codsi]

Okay. I'll give my presentation in French.

I'm happy to answer questions in English.

Women in Governance is a non-for-profit organization founded in 2010. The goal is to help women develop their leadership, enhance their career and access board seats. Alarming statistics inspired the creation of this organization. Women constitute only 5% of CEOs of FP500 companies and only 15.9% of board members. It's quite abysmal.

If you've already heard that women constitute 20% of board members, I want to specify that these are TSX 60 figures, meaning the figures for the 60 largest companies in the country. The figure doesn't represent the situation in our society as a whole.

While women constitute 47.3% of the workforce, only 5.3% of them are business leaders. That's the situation, in our country, in 2017.

Among all the G7 countries, Canada has one of the highest participation rates of women in the workforce. Although the wage gap has been reduced, Statistics Canada data from January 2017 shows that the average hourly wage of women, in all employment categories combined, is 16% lower than the average hourly wage of men. Moreover, women continue to bear a greater share of the burden of unpaid work.

In Quebec, we've made fairly dramatic progress in recent years. The participation rates of women aged 25 to 54 are around 86%, a record high. Since 2000, this rate has jumped by almost nine percentage points, one of the most spectacular increases in Canada.

Let's compare Quebec to the four most populated provinces in Canada. It currently ranks first in terms of the number of jobs held by women, whereas 16 years ago, it lagged behind in this area. Quebec's family policy has certainly played a role in this progress. Women in Governance encourages the government to support measures that help more women participate in the Canadian economy.

Research shows that there's no shortage of qualified women ready to hold senior management positions. They're educated and prepared. That's not the issue. A lack of self-confidence and assurance is sometimes an issue. At Women in Governance, we've been addressing this issue through our mentoring program. However, women lack sponsors, meaning men or women who can not only act as their mentors, but also help them by recommending them, speaking about them, and directing them to decision-making bodies. The likelihood of obtaining this type of sponsor is supposedly 46% higher for men than for women, which is a significant difference. Also, the business world doesn't sufficiently support work-life balance. This continues to be a women's area, and constitutes a gap.

We're emphasizing the need to implement strategies to help women join not only decision-making bodies, but all levels of a company.

We also maintain that quotas must be set. Why? It's not enough to simply disclose objectives. All the country's financial market authorities have implemented the “comply or explain” principle. The principle has been in effect for two or three years, and the results are, at minimum, lukewarm. However, certain countries that have set official quotas obtain good results.

In Quebec, under the Charest government, legislation on women's parity in stated-owned enterprises was passed, and the objective was very quickly achieved.

At Women in Governance, we've decided to create parity certification. It's a bit like the ISO. It measures what companies have implemented to achieve parity, not only in decision-making bodies, but at all hierarchical levels. The idea is to have a talent pool when there's a desire to promote women to senior management positions.

We held a public consultation with McKinsey & Company, a consulting firm, and the Ordre des conseillers en ressources humaines agréés, the equivalent of the HRPA in Ontario. We're talking about human resources specialists here. The consultation involved checking the whole questionnaire and making sure it was strong enough.

We want to award parity certification to companies. Companies that stand out will be honoured at our gala on September 12, at the Palais des congrès. It's our way of focusing on the subject. For the first year, the certification will be awarded only to companies that have 400 or more employees. For the second year, we intend to apply this initiative to SMEs, given that Quebec has many of them. For the second year, we also intend to establish the certification outside Quebec.

I also want to provide a brief global perspective.

In Canada, we encourage companies to disclose their objectives. For example, Bill C-25 really focuses on the disclosure of objectives. However, things aren't really changing in Canada. Only objectives set internally are disclosed. Only 9% of Canadian companies have set clear objectives. In comparison, in Australia, 82% of ASX 200 companies have clear objectives. The percentage of women on boards rose from 19.4% in 2012 to 23.4% in 2016.

Am I speaking too fast? I have so much to share. I have seven minutes, and I could spend the whole day.

Extension of Sitting Hours

[Kate Young, Liberal, London West, ON]

Mr. Speaker, yes, this is the topic at hand. I mentioned that Bill C-25 has been stuck at report stage since early April. That is the point. We want to continue to make sure that we get through our agenda. The fact of the matter is that we have not been able to do so because of the opposition's tactics, so in fact we are here.

It is eight o'clock, and I am quite proud to be here and will continue to be here until midnight tonight, and again midnight tomorrow night if necessary, because I agree that it is important to continue to talk about the government's agenda and what we have to accomplish.

Of course, the budget is so important. There is so much that we have to get through so that we can, in fact, do what Canadians voted us in to do. It is so important that we continue the amount of work that we have. We have talked about the budget. We have talked about tax fairness and historic investments in infrastructure that we must move forward. If we do not, we will not be able to complete our agenda. That is what Canadians expect of us and that is what we will continue to do.

In fact, I will continue to read this. I know it is a speech that has been prepared, but it has important information that I think we all need to hear. I will pick up from where I left off, talking about Red Wilson's competition policy review panel.

I could possibly continue on, if you would like me to, Mr. Speaker.

[Matthew Dubé, NDP, Beloeil—Chambly, QC]

Mr. Speaker, I can anticipate already what the parliamentary secretary will say. Once again we have a reprinted speech on another bill so that they can argue about how they are pushing their legislative agenda. The member is specifically referencing Bill C-25.

We were looking at who the next speakers would be, and some, including me, I dare say, actually have things to say about Motion No. 14, which is before the House.

I understand the leeway you give, Mr. Speaker. I have tried to benefit from that leeway myself, as we all have, but unfortunately, I think, we have talked so much in the last few months about the way this place works, that at the very least, if we are to invoke closure, it would be nice if we could actually deal with the motion in the limited time that we have.

[Kate Young, Liberal, Parliamentary Secretary for Science]

Mr. Speaker, I rise today to speak on the motion to extend the sitting hours in the House.

Our government believes that good, corporate governance is one of the mechanisms that help support economic efficiency and growth. We recognize that our country is at its most prosperous when everyone has a fair chance at success. That is why, in September 2016, we introduced Bill C-25, enhancing business frameworks and promoting inclusive economic growth.

Bill C-25 makes important adjustments to the framework laws that govern the Canadian marketplace. It would increase shareholder democracy and participation, increase women's representation, as well as diversity, on corporate boards and in senior management, improve corporate transparency, reduce regulatory burden, and increase business certainty.

Both official opposition parties have expressed support for this legislation, as have many stakeholder groups. However, the bill has been stuck at report stage since early April. I would like to take this opportunity to share with the House some of the key elements of this important piece of legislation. Specifically, I would like to focus on competitiveness in our economy.

Bill C-25 makes a number of targeted amendments to our economic framework laws in an effort to bring them up to date for our modern economy. Keeping our laws relevant is beneficial in a number of ways. It allows us to embrace best practices, remove ambiguity and minimize regulatory burden, just to name a few.

Competitiveness is a word that we hear a lot when discussing the economy, but it is also one of those words whose meaning may change a fair amount, depending on the context. When Red Wilson's competition policy review panel undertook an examination of Canada's competition and investment policies in 2007 and 2008, it set out to provide recommendations to the government on how to enhance Canadian product—

Motion that debate be not further adjourned

[Bardish Chagger, Liberal, Waterloo, ON]

Mr. Speaker, I appreciate the member confirming for the record that all members work hard in this place and that this place belongs to Canadians. That is exactly who we are here to represent. That is exactly the commitment we made to Canadians. That is why we encourage meaningful debate, and that is why we encourage all members to share the views of their constituents so that we can ensure it is good legislation that is advancing.

In the previous Parliament, when the government decided to extend sittings in June 2014, Liberal members supported that motion. None of us are strangers to hard work. We know that Canadians work hard, and we need to work hard for them.

Let us talk really quickly about some of the important pieces of legislation that we will be advancing by extending hours. We are talking about Bill C-44, which implements our budget 2017. The bill is about creating good middle-class jobs today while preparing Canadians for the jobs of tomorrow. I am sure the member will agree that is important work we all need to do together.

There is Bill C-25, which encourages federally regulated companies to promote gender parity on boards of directors and to publicly report on the gender balance on boards, and Bill C-24, which was referred to earlier and seeks to formalize equal status among the ministerial team and level the playing field to ensure a one-tier ministry, that a minister is a minister, recognizing the important work they do.

The list goes on, but I will respect that other members have questions to which I look forward to responding.

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

Thank you.

Ms. Byers, at our last committee meeting, we had testimony from Professor Beatrix Dart from the University of Toronto, who was talking about quotas being the shock to the system that is really needed and who said that the comply or explain model, which has been used both in corporate Canada and the Government of Canada, just hasn't worked.

We've been discouraged to see the present government carrying on the previous government's tool of that comply or explain model in their Bill C-25. I have a private member's bill, Bill C-220, which instead suggests quotas around crown corporation appointments and what the federal government has direct responsibility for in order to reach gender parity of 50% over a six-year term.

Because you introduced it in your brief to the committee, can you talk a little more about your recommendation to impose quotas and the value of the quota model from the industry you're representing?

Extension of Sitting Hours

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

moved:

That, notwithstanding any Standing Order or usual practice of the House, commencing upon the adoption of this Order and concluding on Friday, June 23, 2017:

(a) on Mondays, Tuesdays, Wednesdays and Thursdays, the ordinary hour of daily adjournment shall be 12:00 a.m., except that it shall be 10:00 p.m. on a day when a debate, pursuant to Standing Order 52 or 53.1, is to take place;

(b) subject to paragraph (e), when a recorded division is demanded in respect of a debatable motion, including any division arising as a consequence of the application of Standing Order 61(2) or Standing Order 78, but not including any division in relation to the Business of Supply or arising as a consequence of an order made pursuant to Standing Order 57, (i) before 2:00 p.m. on a Monday, Tuesday, Wednesday or Thursday, it shall stand deferred until the conclusion of oral questions at that day’s sitting, or (ii) after 2:00 p.m. on a Monday, Tuesday, Wednesday or Thursday, or at any time on a Friday, it shall stand deferred until the conclusion of oral questions at the next sitting day that is not a Friday;

(c) notwithstanding Standing Order 45(6) and paragraph (b) of this Order, no recorded division requested after 2:00 p.m. on Thursday, June 22, 2017, or at any time on Friday, June 23, 2017, shall be deferred, except for any recorded division which, under the Standing Orders, would be deferred to immediately before the time provided for Private Members’ Business on Wednesday, September 20, 2017;

(d) the time provided for Government Orders shall not be extended pursuant to Standing Order 45(7.1) or Standing Order 67.1(2);

(e) when a recorded division, which would have ordinarily been deemed deferred to immediately before the time provided for Private Members’ Business on a Wednesday governed by this Order, is demanded, the said division is deemed to have been deferred until the conclusion of oral questions on the same Wednesday;

(f) any recorded division which, at the time of the adoption of this Order, stands deferred to immediately before the time provided for Private Members’ Business on the Wednesday immediately following the adoption of this Order shall be deemed to stand deferred to the conclusion of oral questions on the same Wednesday;

(g) a recorded division demanded in respect of a motion to concur in a government bill at the report stage pursuant to Standing Order 76.1(9), where the bill has neither been amended nor debated at the report stage, shall be deferred in the manner prescribed by paragraph (b);

(h) for greater certainty, this Order shall not limit the application of Standing Order 45(7);

(i) no dilatory motion may be proposed after 6:30 p.m.;

(j) notwithstanding Standing Orders 81(16)(b) and (c) and 81 (18)(c), proceedings on any opposition motion shall conclude no later than 5:30 p.m. on the sitting day that is designated for that purpose, except on a Monday when they shall conclude at 6:30 p.m. or on a Friday when they shall conclude at 1:30 p.m.; and

(k) when debate on a motion for the concurrence in a report from a standing, standing joint or special committee is adjourned or interrupted, the debate shall again be considered on a day designated by the government, after consultation with the House Leaders of the other parties, but in any case not later than the twentieth sitting day after the interruption.

Mr. Speaker, I rise to speak to government Motion No. 14. For the benefit of members, the motion would extend the sitting of the House until we rise for the summer adjournment.

We have much to accomplish in the coming weeks. Our government has an ambitious legislative agenda that we would like to advance in order to deliver on the commitments we made to Canadians in the last election. Let me reflect on our recent legislative achievements before I turn to the important work that lies before us over the next four weeks.

In our last sitting week, the House and Senate were able to reach agreement on securing passage of Bill C-37, which would put in place important measures to fight the opioid crisis in Canada. I would like to thank members of the House for the thoughtful debate on this bill and for not playing politics with such an important piece of legislation. In particular, I would like to thank members of the New Democratic Party for co-operating with the government to advance this bill when it was in the House and for helping us dispense with amendments from the Senate. This was a high watermark for the House and I hope that we can take this professional and courteous approach forward. I would also like to thank senators for their important contributions to this bill.

I would also like to point out the passage of two crucial bills related to trade. The first, Bill C-30, would implement an historic trade agreement with the European Union. The second, Bill C-31, would implement a trade agreement with Ukraine, a country that is dear to many members.

I am proud that our government continues to open the doors to trade and potential investment in Canada to grow our economy and help build a strong middle class.

In looking forward to the next four sitting weeks, I would like to highlight a few priority bills that our government will seek to advance. I will start with Bill C-44, which would implement budget 2017. This bill is about creating good middle-class jobs today while preparing Canadians for the jobs of tomorrow.

I will provide some examples of the initiatives that will contribute to building a strong middle class. The budget makes smart investments to help adult workers retain or upgrade their skills to adapt to changes in the new economy and to help young people get the skills and work experience they need to start their careers.

The budget also provides for investments in the well-being of Canadians, with the emphasis on mental health, home care, and health care for indigenous peoples.

Bill C-44 would provide financing to the provinces for home care and mental health care. It would also create leave for those who wish to care for a critically ill adult or child in their family. These initiatives help build stronger communities.

I would also like to point to initiatives in the budget that deal with gender equality. The first-ever gender statement will serve as a basis for ongoing, open, and transparent discussions about the role gender plays in policy development. Our government has other initiatives that aim to strengthen gender equality. For example, Bill C-25 encourages federally regulated companies to promote gender parity on boards of directors and to publicly report on the gender balance on these boards.

Another bill, which I will discuss in greater detail later in my remarks, is Bill C-24, a bill that would level the playing field to ensure a one-tier ministry. The bill has a simple premise. It recognizes that a minister is a minister, no matter what portfolio he or she holds.

Our government has committed to legalizing and strictly regulating the production, distribution, sale, and possession of cannabis. I look forward to the debate on this important bill tomorrow. I will note that the bill would provide strong safeguards and deterrents to protect young people from enticements to use or access cannabis.

The government has taken a responsible approach in seeking to legalize cannabis by ensuring that law enforcement agencies have approved methods to test the sobriety of drivers to guard against cannabis use while operating a motorized vehicle. This afternoon, the House will continue to debate this bill, which, I will happily note, has support from all opposition parties in the House. I hope that we can agree to send this bill to committee on Wednesday.

Now I would like to return to our government's commitment to improving gender equality. Bill C-24, which stands in my name, seeks to formalize the equal status of the ministerial team. This bill is very straightforward in its nature. It is fundamentally about the equality of all ministers. We strongly believe that the Minister of Status of Women should be a full minister. We believe that the Minister of Science and the Minister of Democratic Institutions should be full ministers.

I am disappointed that the Conservatives do not share this fundamental belief in equality. I think we should send this bill to committee for a detailed study of what the bill actually does.

I would like to draw members' attention to another piece of legislation, Bill C-23, regarding an agreement with the United States on the preclearance of persons and goods between our two countries.

This bill is currently being studied by the Standing Committee on Public Safety and National Security. The principle of the bill is simple. It is about ensuring a more efficient and secure border by expanding preclearance operations for all modes of transportation. This will increase the number of trips and the volume of trade, which will strengthen both of our economies.

As members may know, preclearance operations currently take place at eight Canadian airports, and immigration pre-inspection is also conducted at multiple locations in British Columbia in the rail and marine modes.

Once that bill comes back from committee, I hope that we can work together to send it to the other place.

In our last sitting week, our government introduced comprehensive modernization of our transportation systems. A strong transportation system is fundamental to Canada's economic performance and competitiveness. Bill C-49 does just that. The bill would enhance the utility, efficiency, and fluidity of our rail system so that it works for all participants in the system. Freight rail is the backbone of the Canadian economy. It moves everything from grain and potash to oil and coal, to the cars we drive, the clothes we wear, and the food we eat.

I would also like to draw to the attention of members provisions in Bill C-49 that would strengthen Canada's air passenger rights. While the precise details of the air passenger rights scheme will be set out in regulations, the objective is that rights should be clear, consistent, transparent, and fair for passengers and air carriers.

Finally, our government committed to creating a national security and intelligence committee of parliamentarians. Bill C-22 seeks to accomplish two interrelated goals, ensuring that our security intelligence agencies are effective in keeping Canadians safe, while at the same time safeguarding our values, rights and freedoms, and the open, generous, inclusive nature of our country.

I appreciate the work that was done in the House committee to improve the bill. The bill is currently before the Senate national security committee, and I look forward to appearing before that committee with my colleague, the Minister of Public Safety and Emergency Preparedness.

Sitting a few extra hours for four days per week will also give the House greater flexibility in dealing with unexpected events. While it is expected that the Senate will amend bills, it is not always clear which bills and the number of bills that could be amended by the Senate. As we have come to know, the consideration of Senate amendments in the House takes time. This is, in part, why we need to sit extra hours. I know that members work extremely hard balancing their House duties and other political duties. I expect that extending the hours will add to the already significant workload.

I wish to thank members for their co-operation in these coming weeks. As I reflect upon my time as government House leader, there were examples where members of the House came together, despite their political differences, and advanced initiatives that touched directly upon the interests of all Canadians. I hope that over the four remaining sitting weeks before we head back to work in our ridings, we can have honest and frank deliberations on the government's priorities and work collaboratively to advance the agenda that Canadians sent us here to implement.

In the previous Parliament, when the government decided to extend the sittings in June of 2014, Liberal members supported that motion. We knew then, as we know now, that our role as legislators is a privilege, and we discharge our parliamentary functions in support of our constituents.

There will be initiatives that the government will bring forward over the coming weeks that will enjoy the support of all members, and there will be issues on which parties will not agree. Our comportment during this time will demonstrate to Canadians that we are all in this together, despite our differences, for the good of this great country. Let us not lose sight of that.

I believe the motion before the House is reasonable. I hope opposition members can support sitting a few extra hours for four days a week for the next few weeks to consider important legislation for Canadians.

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

We have good models that can be followed. As we know from the case of the Canada Post employees, those women fought in court for 30 years. Some of them died in poverty before they ever got their settlement. It was shameful.

I want to move to all three witnesses on the question of gender parity in crown appointments to federal commissions and boards. Both panels of witnesses have said that we need to accelerate the rate of change, and that the status quo is just inching us forward in a way that is frustrating and not sustainable. I think both of you have recommended at least a 40% target to move toward and to have it on a quota basis.

The government is touting Bill C-25 as a comply or explain model, which is the same as that of the previous Conservative government. We've had many witnesses discredit comply or explain.

I have a private member's bill that says we should get to 50% within six years. It would be ramped up to 30% two years after the bill comes into effect and to 40% four years after. This would be just for crown corporation and federal commission appointments. Have you seen models like this in other places that have worked well? Does this feel like an approach that is consistent with your advice?

[Bardish Chagger, Liberal, Waterloo, ON]

There are several—at least two—pieces of legislation in the House of Commons that are being debated. Part of the challenge is that this is the Government of Canada, and it belongs to all Canadians. If it's going to be a matter of us versus them, it doesn't really benefit the people we're working for. Bill C-25 is legislation that has been advanced by the government. Minister Bains, I understand, will be here right after me, and will welcome those opportunities.

With different approaches, we're really trying to make sure we're taking the steps to achieve the goals and the outcomes that we want to get to. Some people would like to get us there faster and believe that we'll have the results, and there will be some disagreements in that sense.

[Brian Masse, NDP, Windsor West, ON]

Thank you, Mr. Chair.

Thank you, Madam Minister, for being here.

In your discussion, you mentioned the Trump-Trudeau initiative or council for the advancement of women. As you are aware, we have a piece of legislation, Bill C-25, that would require some better standards for women on a corporate board of directors. Your government has chosen not to amend that and has chosen to do a “comply and explain” model. This has been discussed in the House of Commons, the debate has been through, and we're going to the final reading. We're going to a very weak model.

Why is it, at a time when you are setting up an American initiative for women leadership in business, that we would not actually meet the average standard of other countries that have been progressive on this? Why leave it to the Trump-Trudeau initiative rather than the legislation that's in the House of Commons?

Gender Equality Week Act

[Anita Vandenbeld, Liberal, Ottawa West—Nepean, ON]

Mr. Speaker, I want to thank my hon. colleague from Mississauga—Lakeshore for bringing this incredibly important bill to the House. I had the privilege of sitting on the status of women committee when the bill came before our committee. I want to thank our colleagues on committee who worked hard on this as well.

When we talk about a gender equality week, what we are really talking about is bringing people together across the country, whether it is civil society, parliamentarians, researchers, or other groups to be able to multiply the conversation, to start a real engagement on gender equality in Canada.

We know from many studies that women and men in Canada are not equal today. We can see it here in the House where 27% of elected members are women. We see it in other kinds of leadership bodies and on corporate boards. I am very pleased at what our government is doing in Bill C-25 about women on corporate boards to make sure that companies have a comply or explain model. They have to have diversity policies.

I am particularly pleased at what the Minister of Science has done in the past week regarding women in research. Universities that do not have a diversity policy within the next two years and reach their targets will no longer get federal government research funding for Canada research chairs. We have tried many other ways. This is the kind of thing that is needed, because we have not seen significant increases in gender equality in Canada in several decades in many different fields.

We on the status of women committee right now are studying women's economic security. We have had a number of different groups come before us. We know that women in Canada today are not making the same amount of money as men do for the same kind of work.

I chaired the committee on pay equity. We came out with a very proactive report which calls for proactive pay equity legislation which recognizes that pay equity is a human right. I am very proud that our government has responded positively to our report and is going to be bringing in pay equity legislation. This is the kind of thing that will help in terms of people who are working in similar fields.

We also know that the wage gap includes a number of different factors that are not necessarily just about pay equity, for instance, precarious work. There are more women working in minimum wage jobs. There are more women working in part-time jobs. Today we heard in the status of women committee that in the bottom seven deciles, that is zero to $70,000, there are more women earning that amount and as soon as we get over $70,000 there are more men. It is clear that we have a long way to go, particularly when it comes to women in the STEM professions.

When it comes to the jobs that pay good money, when it comes to the kinds of good jobs that create Canadian prosperity, women are not choosing those jobs because of socialization or because of a lack of role models. There are a number of things we need to do to improve the situation for some of the young women in our communities.

I am very proud to have had the opportunity in my riding of Ottawa West—Nepean to meet with several girls in projects that allow girls to reach their full potential. I am speaking of projects like Girls World at the Pinecrest-Queensway Community Health Centre, or the Girl Guides, whom I met with. It was quite inspiring. These young girls are so articulate. They believe that they can be anything and do anything. This is something we need to make not just an aspiration for these young women, but an actual reality.

Later, one of the young girls, a 12-year-old, wrote to me and asked if I could create a junior youth council. Apparently, when she is playing with her dolls at home, she pretends the dolls are in Parliament. This is the kind of thing we need to promote. A young 12-year-old girl is dreaming of being in government, of being a member of Parliament, but at what point is that aspiration lost? At what point does that young girl think it is not something for her? We still do not see as many women winning nominations and being elected to this place as we ought to see.

I will use myself as an example. When I was in grade 10, I joined the science club. I decided I wanted to be an astrophysicist. I did an entire report on how to become an astrophysicist. I signed up for calculus and all of the science courses, but somehow between grade 10 and grade 12, I lost my interest in science. I received my highest mark in math, but I was telling people at that point “I hate math. I am terrible at math.” It is something that I continued to repeat over and over for decades, that I am terrible at math. I saw my report card. I had 93% in grade 12 math.

Somewhere along the way, young girls are socialized to think that science is not something they want to do. I am very pleased to have studied history and to now be in politics, but we need to create a world where young girls and young women have the same opportunities. We need to ensure that the barriers are no longer there so they can achieve the kinds of things they dream about when they are 12 years old and that somehow, along the way, we see that inequality end.

When I talk to young students and tell them that men make $1 for every 73¢ a woman makes, they gasp. They look and me and ask how that is fair. Even young children know that it is not fair.

I thank my hon. colleague for bringing this incredibly important bill before the House. I hope it will receive support across all party lines, because this is an opportunity for us to really make sure we are doing something about the gender gap in Canada.

[Margaret-Ann Armour]

Yes, I am aware of Bill C-25. I certainly agree that this is critical for the Canadian economy: increasing the diversity of management and board teams. There's so much evidence now of the difference that makes to the effectiveness of the company, whatever it's doing.

[Marc Serré, Liberal, Nickel Belt, ON]

Thank you.

My third question is for Ms. Armour.

Earlier, you indicated corporate management team diversity, or lack thereof, and you indicated the benefits of that. Are you aware of our government's Bill C-25? Do you have any comments on that bill moving forward?

[Brian Masse, NDP, Windsor West, ON]

Thank you, Mr. Chair.

Thanks again, Minister, for your input.

I want to get to the social sciences, but, again, I guess I would implore upon your government to look at Bill C-25. This is act that is amending the Canada Business Corporations Act. Part 1, in particular, deals with the structure of corporate boards and governance, and the inclusion of women and persons with disabilities. The bill shied away from actually defining “human rights”. It wouldn't even comment on what a human right was with regard to racial equality. Secondly, it didn't address the issue of gender by including the word “gender” in the bill.

Lastly, it's moving to a model called “comply or explain”, which, the way that the legislation is written, if you follow the legislation after we finish it, at the very best you're looking at probably seven years in the time duration before it can actually be reviewed once it's actually passed. You're probably at up to 10 years from this date in terms of reviewing that legislation from the time we pass it in the House of Commons. Because you have a majority and you do have a lot of allies looking to change that, I would implore your government to reach out to those allies who want to actually make the bill relevant, because you're now doing this in your own department, under this initiative, with the universities.

With my remaining time, I will ask this in particular and pass it over to you. Social sciences and the humanities again have come up. We've heard a lot of discussion about it. Are you making any efforts, or is the government doing any work to bridge the social sciences and the humanities to some of the work of trying to privatize or bring ideas to market, so, more of the hard sciences for innovation? Are you doing anything with the social sciences and the humanities to help in that? That seems to be a lost piece of the puzzle for getting items to the marketplace, ideas to production, so to speak?

[John Knubley]

I would like to talk about Bill C-25. I know the Honourable Navdeep Bains will have another opportunity on Thursday to speak to that.

In that context, the bill does identify a name and comply approach. Similarly, with respect to the CRC program, we're proposing that all institutions with five or more chairs—these are specifically the medium and large universities—must table a plan. It's not enough to do targets; they must also table a plan to reach the targets.

As Minister Duncan was mentioning, the challenge, when you look at the targets they set of their own will, is that they have not been meeting those targets. What we're asking them to do is, again, name and identify what it is they are doing.

[Brian Masse, NDP, Windsor West, ON]

Thank you, Mr. Chair.

Thank you, Madam Minister, for being here.

I do actually appreciate the movement that's taking place at the universities and colleges, because they are also an addition to the overall society problem that we have with the inclusion of diversity. My background is as an employment specialist on behalf of persons with disabilities and youth at risk, and I can tell you that.... A clear example is that women still do not receive the same pay for the same jobs.

It is important that this movement is happening. The unfortunate thing—and I like your commentary about this—is the fact that the legislation that is being proposed by your government under Bill C-25, the reform to the Canada Business Corporations Act, does not do the same thing. You are moving to a comply or explain model for diversity, and the legislation doesn't even mention the word “gender”.

I would like to get your thoughts on how this is really at odds with what's taking place with regard to legislation in the House of Commons. It is clear that the voluntary commitment by public institutions that have a board of directors who are assigned by the public has required this type of step to change the behaviour with regard to inclusion, especially given the populations, diversities, and gender balance that they represent, their customers being students.

Second, why isn't it carried forth in terms of legislation to the Canada Business Corporations Act and Bill C-25? I had several amendments that were defeated at this committee.

[Chandra Arya, Liberal, Nepean, ON]

Thank you, Mr. Chair.

Thank you all for coming.

Minister, I'm so glad that you're talking about diversity. We had Bill C-25 in this committee, and when that bill was introduced, the government did not show any direction as to what it meant by “diversity”. After deliberation in this committee, the government finally agreed to put into the regulation what it means by “diversity” in the bill. It says that it includes designated groups such as women, indigenous people, visible minorities, people with disabilities, and others.

I noticed in your speech that you talked about diversity. I would like to quote you. You said that science needs more women and more young people, that it needs more indigenous peoples and more differently abled Canadians. I guess it was an oversight that you didn't include visible minorities there in the speech, but that's okay, I know that you mean well.

On the investment in research, I'm so glad that we are back investing in fundamental research. It's very important for us to invest in this because this is what continues to keep Canada at the forefront of the new, global, knowledge-based economy.

One thing I know is that the bulk of the funds that are going to fund research are used very productively by the universities, but anecdotal evidence also states that some of it is going—and I don't know how to put it—to fund deadwood, that it's continuously subsidizing people who are not productive. Is there anything that's measurable? How can you measure the outputs or the deliverables of the huge investments we are making?

[Anita Vandenbeld, Liberal, Ottawa West—Nepean, ON]

Thank you very much.

Thank you, all, for being here today and of course being here again.

I noticed that two of you were talking about some of the measures that are in Bill C-25, the comply or explain measures. Also, there's a recent initiative in the federal public service, a pilot project, on name-blind hiring. I notice that Ms. Parsons talked about the willingness of employers to recruit and hire women and those with diverse backgrounds.

What impact do you think those measures will have? Is that enough or is there obviously more that can be done?

[Louise Champoux-Paillé, Corporate Director, Réseau des Femmes d'affaires du Québec]

Thank you very much, Madam Chair.

Ladies and gentlemen, thank you for inviting me here this morning.

I am pleased to represent the Réseau des femmes d'affaires du Québec before this committee. Our network is made up of more than 2,000 women throughout Quebec, and its influence is felt both in Canada and internationally. Our director is Ms. Ruth Vachon.

My name is Louise Champoux-Paillé. I teach governance and risk management at UQAM, and I serve on a number of boards of directors, including those of the Centre hospitalier de l'Université de Montréal and of the Centre hospitalier universitaire Sainte-Justine.

I have worked as a volunteer for over 30 years now promoting women at the highest levels of our organizations.

My objective this morning is to speak to your mandate, which is to examine ways to increase the entry, participation, retention and representation of women at high-level positions.

I will proceed as follows: I will present two of my key findings in this regard and then offer recommendations to increase the government's involvement.

To begin, I would like to provide an overview of the representation of women at the executive level of our organizations. Since there are no statistics on career paths in Canada, I will outline the situation in the United States, as it can be assumed that our situation is not so different from that in the United States.

Although women are almost equally represented initially, we have found that men become much more strongly represented in executive positions over time.

We have heard about the glass ceiling and the sticky floor, but there is also an organizational maze in which a number of women seem to get lost. What are the reasons for this? We find that women often begin their careers at lower levels than men do, have fewer advancement opportunities in key sectors, and that men have access to more seasoned mentors, which greatly accelerates the advancement of men. Finally, work-life balance policies are not still not widely enough available in our organizations. This maze is also created by a number of stereotypes, such as that women lack strong leadership to manage teams or that they are not interested in executive positions.

My second point pertains to the representation of women on company boards of directors. My most recent study pertains to the disclosures by Canadian publicly traded companies after the Canadian securities administrators, or CSA, adopted reporting requirements with respect to their diversity practices. Although there has been some improvement in recent years—26% at large corporations—, progress is very slow. As people say, the balanced representation of men and women will not happen tomorrow. The situation has become very worrisome at the executive level, since just 15% of women hold those positions.

What can we do to increase the representation of women at all levels of our organizations? My recommendations here will focus on potential actions by the federal government. Here are 10 recommendations.

First, all crown corporations and companies in which the government is a majority shareholder must adopt gender diversity policies with targets and timelines by 2018, with the ultimate objective of approaching gender equality at all levels in the next five years.

The second recommendation is to ensure that ministers who have the authority to suggest candidates for boards of directors are invited to suggest one man and one woman for each position.

Third, as part of Bill C-25, An Act to Amend the Canadian Business Corporations Act, the government should adopt regulations imposing reporting requirements on companies valued at $2 billion or more in order to achieve 40% representation of women by 2025.

Fourth, we have to create a strong pool of women among the next generation in the public service by creating an interdepartmental committee with the mandate to promote women's rights in the government's areas of activity.

Fifth, efforts to promote women entrepreneurs must be increased. Let us recall that women own 15.7% of SMEs in Canada, businesses that create more than 1.5 million jobs. Let us also recall that businesses owned by women are among the group of small businesses with the strongest growth. So it is important for the government to take action to support their growth, specifically by including more women in its supply chain.

Sixth, efforts must be made to mobilize Canadian banks so they better inform women business creators about the solutions available to help them, and conduct internal activities to promote entrepreneurship among women.

Seventh, we recommend that a national database of women candidates be created to showcase qualified women for director and senior management positions.

Eighth, data must be gathered and disseminated on appropriate government websites regarding the representation of women and men in other decision-making roles in order to inform the public and companies about best practices for gender diversity.

Ninth, executive recruitment firms must make a commitment to put forward at least one woman in the final list of potential candidates.

Tenth, the efforts by the prime minister to promote greater gender diversity in private and public organizations must be continued and intensified, along with those related to the development of women entrepreneurs.

Achieving greater gender balance requires changes in mentality, perception and ways of doing things, and the federal government can be a key driver of change.

Thank you for your attention.

I will be pleased to answer your questions.

[Sean Fraser, Liberal, Central Nova, NS]

We have about a minute and a half left, and I wanted to hit on a very big topic, the social attitudes and social context shift that you mentioned being an essential part of this. I met my best friend from home who is a Mountie up north and was encouraging his wife to apply as a parole officer; she's been thinking about it for years. Today when they were in the car their three-year old son said, “Daddy, don't be silly. Girls can't be Mounties”, and my friend pulled the car over and had a big chat with him, but these social attitudes are rampant.

There are some obvious things we can do. Bill C-25 addresses corporate boards. We can appoint a gender-equal cabinet. We can look at board appointments and that kind of thing.

Are there other things we can do as the federal government to help inspire the communities at large to help serve as an impetus that will get the social shift moving so it's not two generations from now?

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

Thank you.

I just have one quick question.

Both of you talked about the significance of diversity, and we have before the House Bill C-25 on diversity on boards. I will give you an example. When I was talking about the value of diversity, one comment that I had heard was, “But we want to have qualified people.” If someone is female or has a different background, why is there an instant conclusion made that they're not qualified? How do we change that? We know, as a government, looking at Bill C-25, that the the boards that are much more diversified are much more likely to be successful. We know from the Toronto Stock Exchange that companies with boards that have women on them are much more likely to have a higher return at the end of the year.

Help us out with that.

Budget Implementation Act, 2017, No. 1

[Arif Virani, Liberal, Parliamentary Secretary to the Minister of Canadian Heritage (Multiculturalism)]

Madam Speaker, I will be sharing my time with the member for Winnipeg South.

It is a pleasure for me to rise today to speak to budget 2017. I want to address key parts of the budget that I know would have an important and lasting impact on my riding of Parkdale—High Park in Toronto.

Since October 2015, I have heard loud and clear from my constituents about the issues that matter to them most. I know that budget 2017 would help to address their concerns and the concerns of all Canadians.

One of the most important issues to residents in my riding is access to housing. Since being elected, I have met with the Canadian Housing and Renewal Association and the Co-operative Housing Federation of Canada. I have also heard about this issue knocking on doors and in meetings with constituents and key stakeholders in my riding.

In Parkdale—High Park alone there are five co-op housing units that provide much-needed accommodation for low-income residents. The members of Dufferin Grove Housing Co-operative, Swansea Village Co-operative, 55 Howard Park Co-operative Homes, 91 Spencer Avenue Housing Co-operative, and John Bruce Village Co-operative have spoken to me and my staff about the critical need to ensure affordable housing stock in our cities. I am acutely aware of how urgent the housing crisis is, not only in Parkdale—High Park but right around the country.

I also know that housing is foundational. What I mean by that is that if we address people's housing needs, they will have better health outcomes, better educational outcomes, and better economic outcomes.

On March 29th I held a standing-room-only town hall in my riding on housing. I heard first-hand from the residents of Parkdale—High Park about just how important it is for our government to resolve the affordable housing issue and to work with local partners to make that happen. I am proud that budget 2017 would start to do just that.

Budget 2017 would make a historic $11-billion commitment to housing in this country. Combined with $4 billion in base funding, it would bring the total to $15 billion our government has committed in the first two years of our mandate to launch a much-needed national housing strategy. That would mean access to more affordable housing for residents in Parkdale—High Park.

The $15 billion in the aggregate would include the following investments. There would be $5 billion for a national housing fund to address critical housing issues and to prioritize support for vulnerable citizens. Who are they? They are seniors, indigenous people, survivors fleeing situations of domestic violence, people with disabilities, those dealing with mental health and addiction issues, and veterans.

There would be $3.2 billion for a renewed federal and provincial partnership on affordable housing. There would be $2.1 billion to expand and extend the homelessness partnering strategy beyond 2018-19.

As my second component, I would like to underscore families and child care. I am the husband and father of two young children. My boys are three and six. My riding of Parkdale—High Park is home to countless families just like mine. These families have reached out to me to talk about our government's first act, which was to cut taxes for the middle class. They have also welcomed the Canada child benefit, which targets tax-free benefits to those who need it most.

For those raising children in Parkdale—High Park and around the country, our first budget last year provided an initial $500 million for early learning and child care. Building on this, this budget would invest an additional $7 billion to support the creation of high-quality child care spaces across the country. This would mean up to 40,000 new subsidized child care spaces.

What this would mean for Parkdale—High Park and ridings around the country would be more options for parents who are literally fed up. It is from personal experience and from others in my riding that I know about people who sign on to countless child care waiting lists, literally the moment they conceive a child. Those people need a greater supply of much-needed day care spots, and they need options that will make it possible for them to return to work, including for women to return to work. That is something our government firmly believes in. This unprecedented investment would both address the supply of child care spaces and help drive down costs by boosting the number of subsidized spots.

Budget 2017 would do even more for families. We fulfilled our campaign commitment to introduce more flexibility and choice for parents on parental leave. These changes would allow parents to choose to receive their current benefits over an extended period of up to 18 months, rather than 12, and spend more time with their young children in those key early months.

On women and gender parity, the third subject I would like to discuss, this budget was a historic first. For the first time in Canadian history, in 150 years, a federal budget included a gender statement. The statement reflects the impact of programs, across government, on women and reflects our commitment as a government to ensuring that the goal of gender equality permeates every single thing we do as a federal government.

As an example, we believe that women deserve to feel safe, supported, and protected in communities, so on top of our historic child care investment, I was heartened to see $100.9 million allocated in the budget over the first five years, and $20 million thereafter, to establish a national strategy to address gender-based violence.

In the past, I have supported work on this issue in my riding of Parkdale--Hyde Park, particularly at The Redwood shelter, a shelter for women and children fleeing violence. I have seen the amazing work being done in my community at places like The Redwood, but I have also seen first-hand the critical need for investment and resources to end gender-based violence.

Budget 2017 would do more. It would address the critical need for funding for women abroad. I am proud that our government has endorsed what is known as the Dutch initiative and would be dedicating $650 million in international aid to the education of women and girls and to empower women to maintain control over their reproductive rights.

I am proud to serve in a government with Canada's first ever gender-equal cabinet and in a government that has introduced Bill C-25, which would improve gender diversity on corporate boards in the private sector.

We know that more needs to be done, but budget 2017 is an important step in the right direction toward achieving true gender equality across all government programs.

The fourth area is indigenous persons. In my role as Parliamentary Secretary to the Minister of Canadian Heritage, I am committed to our goal of rebuilding and repairing our relationship with indigenous peoples and to supporting the preservation of indigenous languages and culture. The mandate letter of the Minister of Canadian Heritage has an express commitment to provide funding and to enact legislation to promote, preserve, and enhance indigenous languages. I am honoured that the hon. minister has asked me to assist her with this project.

Building on the significant investments in budget 2016, budget 2017 would continue the important work of true reconciliation with indigenous persons. We would establish a new fiscal relationship that would lift the 2% cap on annual funding increases and move towards sufficient and predictable funding for first nations communities.

Budget 2017 allocates $225 million to provide access to affordable and culturally appropriate housing for Indigenous peoples living off-reserve. It also provides $300 million for the construction of housing in Canada’s north, and support for territorial governments to improve housing conditions. These investments will help approximately 3,000 families find adequate, suitable, and affordable housing. Budget 2017 also provides $225 million for housing providers who serve Indigenous peoples not living on reserves

We would also dedicate $828 million to improving health for first nations and Inuit, including $305 million for the non-insured health benefits program.

We would target mental health for first nations and Inuit, with $204.2 million going toward improving mental health services. We would build on our commitment to home care by investing $184 million for palliative and home care for first nations and Inuit communities.

The fifth area is transit and infrastructure. In my riding of Parkdale-High Park, I have heard time and again about the need for infrastructure investments in Canada, particularly to get people moving to work and school. Budget 2017 would deliver on this important commitment.

In budget 2017 we have committed $20 billion over the next decade, in partnership with the provinces and territories, for public transit projects that will shorten commutes, decrease air pollution, and allow Canadians to spend more time at home with their families. What would that mean in Parkdale--High Park? It would mean more subways, more streetcars, and more buses. It would mean access to more transit and greener transit, because our budget commitment would also include $21.9 billion in greener infrastructure.

The last subject I want to talk about as I conclude is vulnerable Canadians. What would the budget do for vulnerable Canadians? There is a new health agreement. There is $5 billion for mental health around the country and $6 billion for long-term care.

For low-income families, a dedicated fund of $13 million would be established to provide affordable access to the Internet for low-income families.

What would it do for asylum seekers? There would be legal aid for refugee applicants. I hear time and time again in Parkdale—High Park that we want to establish an open and compassionate program, accessible to all. The money dedicated, $60 million over five years, to enhance people's access to the refugee system would do just that.

There would be money dedicated to those who are victimized by hatred. We would double the security infrastructure program.

There would be money dedicated to newcomers who have problems integrating because their foreign credentials are not being recognized. There would be $27 million dedicated to foreign credential recognition.

For the LGBTQ community, there would be $3.6 million to protect and promote equality for people of different sexual orientations.

This government reflects a commitment to progressive values, housing, indigenous persons, women, families, and our most vulnerable. I will be supporting this budget. I urge everyone in this House to do the same.

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

First of all, thank you very much for that question, Lloyd. I know you've had extensive experience sitting on numerous boards and understand board governance structure very well, and even the role of advisory committees.

Clearly, with Bill C-25 we were promoting and are promoting diversity on boards—diversity of thought, diversity of perspective. That diversity allows for better decision-making and better outcomes. There's clearly data around this, many studies demonstrate it, and it's good for the bottom line for many companies. Clearly it constitutes a strong value proposition.

We want to emulate what we preach in Bill C-25 and deploy it in a meaningful way as we move forward with the advisory council. We want to promote diversity of perspective and thoughts and regions and ideas in a very thoughtful way. This provides another opportunity for the Governor in Council process to be very open and transparent and to engage the greatest number of people we possibly can.

I believe a fair amount of excitement and attention will be given to this process because of our government's commitment to Statistics Canada and good-quality data, the fact that we reintroduced the mandatory long-form census, and the fact that we're reinforcing and strengthening the independence of Statistics Canada. This will encourage many people to become involved in the process, and therefore, we'll have many good people to choose from.

[Lloyd Longfield, Liberal, Guelph, ON]

Thanks, Mr. Chair.

Thanks, Mr. Minister, for being here. It's always good to have you here, and thanks to Mr. Knubley for joining us as well.

I want to build on what Mr. Masse was putting forward about Bill C-25 and the impact of that legislation on Bill C-36 and the way we would look at building the advisory council to have diversity within it. We had testimony about the number of people, but we haven't really addressed how we make sure that this strategic body has adequate diversity.

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

You're well aware that on Bill C-25 a process took place in the committee. The changes were reflected in the legislative agenda, and there's a legislative process that would deal with them. It's very clear how that process works; it's very open.

From my perspective, however, on the specific question around the order in council and taking it to cabinet, we believe that doing so clearly provides transparency and accountability, and puts a spotlight on any changes the minister wants to make or that the chief statistician needs to undertake on matters of operational know-how. I think that level of accountability and transparency is unprecedented.

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

Don't worry about it; I just wanted clarification on it. The changes you proposed, then, are to Bill C-25.

[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.

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.

[The Chair, Liberal, Dan Ruimy]

The amendment seeks to amend subsection 20(6) of the Canada Business Corporations Act. The House of Commons Procedure and Practice, second edition, states on pages 766 to 767:

...an amendment is inadmissible if if proposes to amend a statute that is not before the committee or a section of the parent Act, unless the latter is specifically amended by a clause of the bill.

Since subsection 20(6) of the Canada Business Corporations Act is not being amended by Bill C-25, it is therefore the opinion of the chair that the amendment is inadmissible.

We're going to go to PV-2.

Ms. May.

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

Thank you, Mr. Chair.

Having put on the record my objections to the process, I can proceed right to my amendment. As members may know, these are deemed to have been moved, because I can't move these or vote on them as I'm not a member of the committee.

Going over the evidence, there are a lot of opportunities to really avoid tax evasion schemes and money laundering schemes that were missed in Bill C-25. Relying on the evidence of Publish What You Pay and Transparency International, this amendment, PV-1, moves to increase the level of fine as a sanction in order to encourage them to maintain the records and disclose securities information. The current penalty is too low to do that, in our view.

[The Chair, Liberal, Dan Ruimy]

I'm going to read out a bit of what's going to happen today on clause-by-clause consideration of a bill in committee.

I'd like to provide members of the committee with a few comments on how committees proceed with the clause-by-clause consideration of a bill.

As the name indicates, this is an examination of all the clauses in the order in which they appear in the bill. I will call each clause successively, and each clause is subject to debate and a vote. If there are amendments to the clause in question, I will recognize the member proposing it, who may explain it. The amendment will then be open for debate. When no further members wish to intervene, the amendment will be voted on.

Amendments will be considered in the order in which they appear in the package each member received from the clerk. If there are amendments that are consequential to each other, they will be voted on together.

In addition, to be properly drafted in a legal sense, amendments must be procedurally admissible. The chair may be called upon to rule amendments inadmissible if they go against the principle of the bill or beyond the scope of the bill, both of which were adopted by the House when it agreed to the bill at second reading, or if they offend the financial prerogative of the crown.

If you wish to eliminate a clause of the bill altogether, the proper course of action is to vote against that clause when the time comes, not to propose an amendment to delete it.

Since this is the first exercise for many of us in this room, the chair will go slowly to allow all members to follow the proceedings properly. If, during the process, the committee decides not to vote on a clause, that clause can be put aside by the committee so we may revisit it later in the process.

As indicated earlier, the committee will go through the package of amendments in the order in which they appear and vote on them one at a time unless some are consequential and dealt with together. Amendments have been given a number in the top right corner to indicate which party submitted them. There is no need for a seconder to move an amendment. Once moved, you will need unanimous consent to withdraw it.

During debate on an amendment, members are permitted to move subamendments. These subamendments do not require the approval of the mover of the amendment. Only one subamendment may be considered at a time and that subamendment cannot be amended. When a subamendment is moved to an amendment it is voted on first, then another subamendment may be moved in a committee, or the committee may consider the main amendment and vote on it.

Once every clause has been voted on, the committee will vote on the title and the bill itself, and an order to reprint the bill will be required so that the House has a proper copy for use at report stage.

Finally, the committee will have to order the chair to report the bill to the House. That report contains only the text of any adopted amendments as well as an indication of any deleted clauses.

I thank the members for their attention and wish everyone a productive, happy clause-by-clause consideration of Bill C-25.

Thank you.

I would also like to point out that we have Elizabeth May here today.

[The Chair, Liberal, Dan Ruimy]

Welcome, everybody, to meeting number 50 of the Standing Committee on Industry, Science and Technology, pursuant to the order of reference of Friday, December 9, 2016, 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.

Today we are in clause-by-clause and we will be joined by Mark Schaan, director general, marketplace framework policy branch, strategic policy sector, who will offer his expert guidance.

[Clare Beckton, Executive Director, Centre for Women in Politics and Public Leadership, Carleton University]

Thank you. I will be very brief on this.

I'm coming at this from a totally different part of the bill and from a totally different perspective as I was asked to do. Just to let you know, the centre works on advancing women's leadership in all sectors through research programs for advancing women, looking at barriers and opportunities, and creating awareness and partnerships. We are not an advocacy group. We will not put forward positions but look at what the possibilities are in different circumstances given what's being presented.

We have done a number of pieces of research, including recently “A Force to Reckon With: Women, Entrepreneurship and Risk“, looking at how women entrepreneurs look at risk, which is very important for the advancement of women in entrepreneurship, and I would also say, in terms of advancing women on boards, because these are a feeder group for potential participation on boards. We will now be looking at how women entrepreneurs look at innovation, because this is key to the Canadian economy.

One of the things we also did in 2012 was a benchmark study of women's leadership in Canada, and this looked at where women were across the various sectors in terms of senior leadership. When we looked at it, it came out that there was 29% of women, but only when you added in the public sector. When you looked at the private sector, it was 26%, and when you looked across the public sector, it varied from very low percentages in mining, resources, and construction to much higher in the financial sectors and the service industries. That continues to be the case as we look at what's happening in terms of board participation.

I've also been part of the Canadian Board Diversity Council, assisting with its founding through a grant from Status of Women, and I've also been part of their advisory board. One of the things the Canadian Board Diversity Council has been doing is mapping the changes in board representation. We know that we have a comply or explain regime in Ontario, and in a number of other provinces now, 10 other provinces, I believe they're now looking at whether that's been successful.

Just as an example, in 2015, looking at the Financial Post 500, there was 19.5% female representation on boards, and in 2016, 21.6%. Progress is slow at this rate. It will take quite a long time to reach that goal of 30% to 50%, which is what most people would say is appropriate representation.

When I was asked to come here, I took a look at Bill C-25, and this kind of legislation is designed to be a nudge to nudge corporate boards forward, as I'm reading it, without the imposition of quotas. I know that this committee has looked at various options, including quotas. There will be some who say quotas don't work. I think that we have evidence that quotas do work in some countries, depending on the length of time those quotas are given. If you have only a short period of time and corporate boards don't turn over very quickly, then it's not likely to be successful.

Whenever there's talk about there not being adequate feeder groups, we know that is not the case. There are more than enough very highly qualified women to serve on the boards that have positions in Canada. That is something that has been looked at through the Canadian Board Diversity Council, through Catalyst, and through other organizations that have ongoing lists of already pre-qualified women who have gone through.

When I looked at the bill, I looked at how it was put forward. It was put forward as a bill with, as one of its objectives, increasing gender participation on corporate boards that are under the Canadian Corporations Act. But when I looked at the actual legislation, there is no mention of the word “gender” in it. The word is “diversity”, and diversity is not defined as it stands in the current legislation; it's left to regulations.

I tell corporations and others all the time that lumping diversity and gender together without articulating the need to have the larger participation of women on boards does not always work, because we know that women are not a diversity group; they are 50% of the population. As for diversity, yes, bringing women on boards will bring diversity, but if it's left only under the rubric of diversity, you may not get the numbers you're attempting to get.

One of the things the Canadian Board Diversity Council has advocated is aspirational targets. I'm not sure if there have been discussions at this table, but I think aspirational targets are very useful.

I'm not sure the legislation, as I read it, really requires an explanation. Did you actually look at diversity candidates? Did you actually look at women when you were choosing your board members? If you didn't, why didn't you?

Just to put it on the table, I am a lawyer. I practised law with the federal government for many years, and taught it, so I come at the bill from a lawyer's perspective as well. There are some things in the existing legislation that I see as challenges that may not achieve the goals of the legislation, which I think are very positive goals that we need to be moving forward with.

I'll leave it at that. I know you have lots of questions, and we can have a good discussion as a result.

[Claire Woodside, Director, Publish What You Pay Canada]

Thank you.

Good morning, members of Parliament. Thank you for the opportunity to participate in today's hearing.

My name is Claire Woodside, and I'm the director of Publish What You Pay Canada. With me is Mora Johnson, barrister and solicitor, who has been providing us with some legal advice.

Publish What You Pay Canada is part of an international coalition of more than 800 civil society organizations working to increase transparency and accountability in the resource extraction sector.

The public disclosure of beneficial ownership is critical to the global fight against corruption. It will provide governments, citizens, journalists, law authorities, financial institutions, and businesses with information that will help them detect and avoid corruption. It is the first step Canada must take to eliminate the practice of “snow washing”, discussed by Transparency International Canada at a previous hearing.

In the brief circulated this morning, Publish What You Pay Canada makes five recommendations for amendments and additions to Bill C-25. Here I will highlight three of those recommendations.

Firstly, Publish What You Pay Canada recommends that the CBCA be amended to require that non-distributing corporations submit a form to the federal corporate registrar with details of their registered shareholders and beneficial owners. This information should then be included within Corporations Canada's online database.

Secondly, Publish What You Pay Canada recommends amending Bill C-25 to prevent the misuse of bearer shares. The elimination of bearer shares has been identified domestically and internationally as a key step in efforts to increase beneficial ownership transparency.

Regrettably, the current drafting of Bill C-25 will not prevent the misuse of existing bearer shares; nor will it eliminate the shares, as has been stated within government. The current text of the bill prohibits the issuance of new bearer shares and allows for the voluntary conversion of existing bearer shares but does not require that individuals who hold bearer shares register those shares before exercising the rights attached to them.

To prevent misuse of such shares, Bill C-25 should be amended to require that all bearer shares be registered in advance of exercising rights associated with those shares, such as selling or pledging shares. Please see page three of the briefing note provided to you for proposed wording of the amendment. This change will ensure that criminals are prevented from using existing bearer shares for nefarious purposes.

Publish What You Pay Canada's third recommendation proposes amending the CBCA to include higher sanctions for companies that wilfully fail to maintain records and disclose securities information. The current penalty of $5,000 is not sufficiently dissuasive to incentivize companies evading these requirements for tax evasion or criminal purposes.

We recommend increasing the penalty to a maximum of $1 million for companies acting in bad faith in not maintaining or disclosing adequate corporate records. A higher maximum fine will be an important tool in the hands of law enforcement. “Good faith” errors in reporting would not attract the maximum penalty. The higher penalty would be applied in those cases in which the controlling mind of the corporation intended to hide, destroy, or simply not collect legally mandated information.

The proposed amendments will have four important impacts. First, they will enable Canada to fulfill its international obligations. Second, they will help law enforcement detect and investigate crime. Third, they will help banks and other professions, such as real estate agents, comply with Canadian anti-money laundering requirements. Fourth, they will improve the business climate in Canada.

There is mounting global recognition of the critical role that beneficial ownership transparency plays in the fight against corruption and tax evasion. Simply put, beneficial ownership transparency makes it more difficult for individuals to use anonymous companies to commit crimes.

In June 2013, G8 leaders agreed to a set of principles on beneficial ownership transparency. These principles were then reflected in the G20 “High-Level Principles on Beneficial Ownership Transparency”, agreed upon in 2014.

Despite these commitments, a 2016 evaluation by the Financial Action Task Force found that Canada is only partly compliant, or non-compliant, with beneficial ownership transparency recommendations.

While improving beneficial ownership transparency in Canada will require action by both provincial and federal governments, the onus is on the federal government to lead by example and create a public, centralized register of beneficial owners for federally registered companies. The amendment proposed by Publish What You Pay Canada will allow Canada to meet its international commitments and join its peers, including the U.K. and the EU, who have implemented or are implementing public beneficial ownership registries.

Second, increased beneficial ownership transparency will help law enforcement agencies detect crime and pursue criminals. In 2016, the Financial Action Task Force wrote:

Despite corporate vehicles and trusts posing a major [money laundering] and [terrorist financing] risk in Canada, [law enforcement agencies] do not investigate many cases in which legal entities or trusts played a prominent role or that involved complex corporate elements or foreign ownership or control aspects.

Determining the beneficial owner behind a corporation often poses an insurmountable problem for law enforcement agencies, yet anonymous companies are frequently at the heart of corruption and money-laundering schemes. A World Bank study of over 200 cases of grand corruption found that 70% included an anonymous shell company. Furthermore, the UN Office on Drugs and Crime estimates that between $800 billion and $2 trillion U.S. is laundered each year. Improved beneficial ownership transparency is critical to effective investigations involving corporations. This is likely why beneficial ownership transparency has, internationally, been supported by law enforcement bodies.

Third, under Canadian anti-money laundering laws, financial institutions, and other professions such as real estate agents, casinos, and accountants are required to exercise “know your customer” due diligence and report suspicious transactions to authorities. They are not just on the front lines of crime detection, but in many transactions, represent the best, or only, opportunity available for the state to detect suspicious activity. Banks and others are required to ask companies if they are representing third parties, but currently, there is no mechanism for them to verify beneficial ownership information and properly fulfill their due diligence obligations.

For banks and other professions, failing to fulfill anti-money-laundering obligations can result in regulatory fines and reputational costs. This has been seen in other markets, with HSBC, BNP Paribas, Raymond James, and others facing steep fines for violating anti-money laundering rules. Just recently, closer to home, FINTRAC fined an unknown bank $1.1 million for failing to report a suspicious transaction.

A central registry will allow financial institutions and other professions to fulfill their anti-money laundering obligations in a more efficient and less costly manner.

Fourth, beneficial ownership transparency will help mitigate business risk and create a better business climate by enabling those transacting with corporations to know with whom they are really doing business, who the real person is behind the corporation. The CBCA, in allowing for the creation of limited liability companies with separate legal personalities has the benefit of encouraging people to create businesses. At the same time, it actually increases business risks.

While limited liability protects shareholders and business owners from risking their personal assets, it also limits the pool of money available to creditors, employees, and others if the business should run into trouble. In 2015, there were over 4,000 insolvencies filed by Canadian businesses, amounting to net liabilities of over $5 billion, which have to be borne by unpaid creditors and unpaid employees. Creating public access to legal and beneficial owners of corporations will allow companies and financial institutions to know with whom they are really doing business, thus allowing them to reduce risk and make better business decisions.

Despite the numerous benefits, Canada has not joined the global efforts to address beneficial ownership. Instead, we have accepted the risks posed by an opaque system. This must change.

By accepting the amendments proposed by Publish What You Pay Canada, the federal government will demonstrate international and domestic leadership and ensure that Canada is not a magnet for tax evaders, money launderers, and those who finance terrorism.

Thank you.

[The Chair, Liberal, Dan Ruimy]

We have witnesses here, and we're going into the realm of debate while we have witnesses here. I still fail to see the relevance to Bill C-25, which is why we're here and why we have witnesses here.

After we're done with our witnesses, we do have time later on to have a debate about it. In so far as relevance to Bill C-25 and the fact that we have witnesses here, I'm failing to understand where we are with this today right now at this point.

[The Chair, Liberal, Dan Ruimy]

Does this have something to do with Bill C-25?

[The Chair, Liberal, Dan Ruimy]

Welcome everybody to meeting number 48 of the Standing Committee on Industry, Science and Technology. We are continuing our fine work on Bill C-25.

Today we have with us Claire Woodside, director of Publish What You Pay Canada, and Mora Johnson, barrister and solicitor. From the centre for women in politics and public leadership, we have Clare Beckton, executive director.

We're just going to move right into it. You each have 10 minutes.

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

Thank you.

Bill C-25 makes three key reforms to the process of electing corporate directors. Shareholder participation is more than just voting. How will shareholders benefit from increased clarity and transparency?

Matthew.

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

Thank you very much to all the presenters today. It was very informative.

My first question is a question that I've asked of staff, I've asked of the minister, and I'm going to ask you. How will Bill C-25 support young Canadians' getting engaged in the boards and in the entire work process?

Would anyone care to start?

[Catherine McCall, Director of Policy Development, Canadian Coalition for Good Governance]

Thank you, Stephen.

Thank you, Mr. Chair, and thank you to the members of the committee for asking us to appear before you.

CCGG strongly urges this committee to support and endorse the CBCA amendments proposed in Bill C-25 and to recommend to the House that those amendments be adopted, keeping intact four key governance enhancements.

First is the requirement to hold individual elections for directors. Not long ago it was common for companies to circulate a form of proxy to shareholders where the options presented were to vote for or withhold from voting for a slate of directors rather than for individual nominees. Individual elections for directors are now a listing requirement on the Toronto Stock Exchange; however, nothing prevents this TSX rule from being reversed in the future. Individual director elections are a fundamental matter of good governance and this rule should be set out in statute.

Second is the requirement that a director's term shall end at each annual meeting of shareholders following that director's election. Again, though such a provision is now a listing requirement of the TSX, nothing prevents this TSX rule from being reversed, and we believe annual elections should be set in statute.

The third governance enhancement to be preserved is the majority voting system for uncontested director elections. We consider this to be one of the key reforms of this bill. The CBCA, as you know, currently provides for a plurality voting system. Under such a system, it is not possible to vote against a director. Rather, a shareholder can either vote for or withhold from voting for a director nominee. Withhold votes are, in effect, an abstention, and they do not count. By way of example, a nominee who owns just one share could vote for him or herself and still be elected. We know of no principled reason why this system should remain. The election of directors is a fundamental right of shareholders, and as such, they should have the ability to cast a meaningful vote either for or against a nominee.

Earlier, Matthew referred to the current TSX listing requirements that companies adopt a majority voting policy. We believe this is an inadequate workaround for a number of reasons. First, again, it could be reversed by the TSX, and second, it only applies to TSX-listed companies and not to the approximately 1,500 venture companies that have access to the public markets. Access to those markets comes with accountability, and the requirement that directors be able to be voted against is not an onerous requirement. I think that even venture companies should be accountable to shareholders.

There have been examples. Even companies with this majority voting policy have ended up in the situation of what are known as zombie directors, where directors that have not received a majority of the votes in favour are kept on by the board. We think that is unacceptable.

Finally, Bill C-25 should retain the comply or explain regime for board diversity, both the gender diversity and the forms of diversity other than gender, as proposed in the regulations. CCGG supports efforts to improve diversity. We have stated for many years that public companies should be composed of directors with a wide variety of experiences, views, backgrounds, and expertise that, to the extent practical, reflect the gender, the culture, the ethnicity, and other characteristics of the communities in which they operate.

Thank you.

[Stephen Erlichman, Executive Director, Canadian Coalition for Good Governance]

Thank you very much.

Mr. Chair, members of the committee, thank you for inviting the Canadian Coalition for Good Governance, colloquially referred to CCGG, to present to you on the topic of Bill C-25. My name is Stephen Erlichman. I'm the executive director of CCGG. With me is Catherine McCall, CCGG's director of policy development.

Before I provide my remarks, let me say a few words to introduce CCGG.

The coalition was founded in 2002 to promote good governance practices in Canadian public companies whose shares are owned by our members. CCGG's members include a wide range of institutional investors, primarily pension funds and third-party money managers, that have an aggregate of approximately $3 trillion in assets under management. Millions of Canadians rely on returns from these investments to fund their retirements. A full list of CCGG's members is available on our website at ccgg.ca.

The coalition is widely recognized in Canada as a thought leader in corporate governance. We are regularly consulted by governments, regulators, and stakeholders for our views. Just yesterday, we intervened at the Supreme Court of Canada in the Livent case because of certain issues we believed were very important in the corporate governance context.

When we last appeared before this committee in 2009, we recommended many of the changes that are in Bill C-25 relating to the governance of public companies under the Canada Business Corporations Act, colloquially referred to the CBCA. We are pleased to return today to offer further comments and suggestions. At the outset, I note that all our recommendations relate to part 1 of Bill C-25, which concerns amendments to the CBCA. In particular, we are concerned with provisions that apply to distributing corporations, the term used in the CBCA for public companies.

To begin, my colleague, Catherine, will address the key provisions of C-25 that should be maintained going forward. Later, I will review recommendations for further improvements to corporate governance under the CBCA.

Catherine.

[Professor Aaron Dhir, Associate Professor, Osgoode Hall Law School, York University]

Thank you, Mr. Chair.

I'm grateful to the committee for the invitation to join you this morning. It's an honour to appear and to share my thoughts on the bill, in particular on the aspects that relate to diversity in the boardroom and the executive suite.

By way of background, I am a law professor at Osgoode Hall Law School and currently a visiting professor at Columbia Law School. I teach and research in the areas of corporate law and corporate governance. Over the last several years, I have focused my scholarly work on the topic of regulatory approaches to diversifying corporate governance.

In my recent book, titled Challenging Boardroom Homogeneity, I study the two main forms of regulation that have been adopted internationally: quotas, which require specific degrees of gender balance in boardrooms, and disclosure regimes, which ask firms to report on diversity levels and practices.

Bill C-25, as we know, proposes the latter, a disclosure-based approach. The need for government intervention in this space is pressing. Using gender as an example, as both Matthew and Tanya have mentioned, the CSA released a report just last year after surveying 677 issuers listed on the TSX. They found that women hold only 12% of these companies' board seats, and that was an increase of just 1% from the previous year. Strikingly, 45% of issuers had no women at all on their boards.

The reality is that in Canada we currently trail a number of other developed economies. With that context in mind, I'd like to offer thoughts on what, in my view, the bill does well and what can be improved.

What does the bill do well? The bill and the draft regulations, as we know, import into the CBCA disclosure requirements that have already been in place for just over two years in most jurisdictions under provincial securities regulation. The bill would require all CBCA distributing companies to report on the gender composition of their boards and their management teams, and on the details of their diversity policies and considerations. All of this would be done on a comply or explain basis. This is certainly a positive development.

In the course of writing my book, I reviewed every diversity-related disclosure provision that exists internationally. In my view, the current rule is certainly among the best, both in terms of the level of information that it requires and in terms of its focus, which is the entire governance ecosystem of the board and the executive suite, not just the board in isolation.

The proposed regulations then go a step further than the existing rule by also requiring companies to report on forms of diversity other than gender. This development has the potential to be an improvement on the rule currently in effect, and that leads me to how the bill can be improved. I have two suggestions.

First, I'd like to return to the conversation that took place in the committee on Tuesday when Minister Bains appeared. During a very thoughtful set of exchanges, both Mr. Masse and Mr. Arya emphasized the importance of defining “diversity”. In Mr. Masse's comments, there was a skepticism that “market forces” alone can be relied on to reach the legislation's goals. I support these sentiments.

As it stands, the draft regulations do not define the term “diversity” other than gender, and that, in my view, is a serious omission.

Why do I say that? In 2010 a diversity disclosure rule went into effect in the United States. Under it, the U.S. Securities and Exchange Commission requires publicly traded companies to report on whether they consider diversity in director appointments, and if so, how, but the SEC made the conscious decision not to define the term “diversity”. Similar to Minister Bains' comments on Tuesday, the SEC reasoned that diversity can mean many different things and that companies should be given maximum flexibility to express their commitment to diversity in the broadest sense possible.

How did corporate America respond? In my book, I analyzed the disclosures that the S&P 100 submitted to the SEC during the first four years of the rule. My most striking finding is this. While almost all companies complied with the rule by disclosing that they do consider diversity, only about half actually define diversity in terms of gender, race, or ethnicity. Firms, when defining diversity without sufficient regulatory guidance, prefer to focus on a director's prior experience or skills, rather than his or her socio-demographic characteristics.

Minister Bains expressed the view that diversity isn't about checking a set of boxes, that it goes beyond traditional identity-based factors. I understand this view, but I would also like to invite the committee to think about it another way. It need not be an either-or situation. It's entirely feasible to allow companies to discuss diversity in the broadest sense, while at the same time making it clear that disclosures must also include information on identity-based characteristics, such as race, ethnicity, indigeneity, and so on.

A definition of diversity could be drawn from existing federal sources, such as the Employment Equity Act or human rights legislation.

Of course, gender equality is of the utmost importance, and we must move beyond Canada's male-dominated leadership structures. At the same time we have an opportunity to consider the importance of a more holistic diversity, a diversity that includes other characteristics, and this is particularly important given current demographic trends. For example, the city of Toronto is home to more head offices of the leading 500 revenue-generating firms than any other large Canadian metropolitan area.

To use the term of current federal legislation, Toronto is comprised of almost 50% visible minorities, and Statistics Canada projects that groups falling into this category will make up to 63% of Toronto's population by 2031. Yet a recent study by the Canadian Board Diversity Council suggests that the percentage of directors from racialized groups is actually decreasing as compared with previous years, with these persons occupying just 4.5 % of board seats in the FP 500. Can it really be that in a population the size of Toronto's there is such a dearth of qualified racialized candidates?

My second suggestion relates to the importance of data collection and monitoring. If a goal of C-25 is to diversify corporate leadership, we cannot assume that the passage of a disclosure rule, in and of itself, will necessarily achieve this objective. If the provision passes, we should think of it as more of a working hypothesis than a foregone conclusion.

On that front, it is essential that the federal government monitor the disclosures and the explanations, and that it work with other agencies, such as the provincial securities commissions, to track levels of representation year over year.

I want to return to that CSA study from last fall. As we've heard, the number of women on boards increased from 11% to 12%, and only 21% of issuers reported having a policy on the nomination of women directors. At first, those numbers didn't surprise me. I thought to myself that issuers reasonably need time to adjust to the new rule and the information that it requires, and also, there's a waiting game. Since only about 20% of firms have director term limits, women won't have the opportunity to join boards until existing directors retire.

But then, the chair of the OSC announced that in fact 521 board seats had become available in the previous year, and just 15% of those vacancies, i.e., 76 seats, were filled by women. That is a troubling statistic, and we have to ask ourselves why the numbers are as they are.

Social science research tells us that we all have a tendency toward unconscious bias, in particular the assumption that men are more effective leaders than women. The work that we're asking the law to do here is really to help shift existing social norms and biases, but the law's ability to do this depends on how strong the existing norms and biases are. In this case, they are deeply entrenched, and it may be the case that for the law to be effective in shifting norms, the law itself has to be equally potent.

That is why, while I certainly support tracking the data, and allowing the comply or explain regime the time to work, I also think that the government has to at least begin a conversation on the potential use of more prescriptive forms of regulation, while being mindful of the fact that they may soon become necessary.

Those are my thoughts, and I really look forward to your questions. Thanks so much.

[Tanya van Biesen, Executive Director, Catalyst Canada Inc.]

Thank you, Mr. Chair and committee members. It's a distinct honour for me to be here today to represent Catalyst Canada.

Our goal as a non-profit organization is to help businesses around the world to build workplaces in which women and men of all backgrounds have equal opportunities to succeed. I'll be focusing my remarks from the perspective of working with organizations to close the worldwide gender gap in leadership, wages, and opportunity. I do so in the hopes of providing further context for your deliberations on Bill C-25 and specifically addressing the section of part 1, requiring corporations to provide information respecting diversity among directors and their members of senior management as it pertains to women's representation on boards and in senior leadership.

Let me start with a very simple point. What's good for women is good for business. I say this because the issue of gender parity on boards is driven not simply by questions of fairness and equity. This is an issue that speaks directly to Canada's ability to compete and flourish in a global economy. How effectively Canadian businesses leverage diverse talent, starting with women, will be critical to our long-term competitiveness. Achieving gender balance on boards and throughout the executive ranks is widely recognized as a global economic imperative. Furthermore, there's a strong business case for having more women on boards and in senior leadership. Study after study has shown that having more women on boards and in senior leadership on average improves organizations' overall financial performance, enables them to better serve their customers, and allows innovation to flourish. Research from Catalyst and the Harvard Business School has found that companies with more women in leadership also tend to have a stronger commitment to corporate social responsibility.

There's some good news around the issue of women's representation on boards. It's fair to say that the conversation about women on boards in Canada has shifted in an encouraging direction in recent years. The dialogue no longer focuses on why we need more women at the table, but rather how we can accelerate progress. Furthermore, the introduction of “comply or explain” securities law rule amendments, which have now been adopted by almost all jurisdictions across Canada, and the introduction of the legislation we are discussing today are positive, encouraging, and exciting steps forward.

The issue is firmly on the radar. However, the reality is that we are still a long way from reaching parity, which is the ultimate goal. Unfortunately, the pace of change continues to be frustratingly slow. For example, the Canadian Securities Administrators' recent review of comply or explain showed little or no progress for women on boards and in senior leadership positions. It found that only a small percentage of companies had adopted written policies for improving diversity on boards, and it showed that almost half, 47% to be specific, of all TSX-listed issuers have zero women on their boards.

Additionally, as recently as last October the Washington-based Peterson Institute for International Economics reported that men still hold 86% of executive positions in Canada and 93% of board seats. Clearly work remains to be done.

Turning to the “how” with regard to advancing women into leadership positions, the central question to consider is what instruments will most effectively bring about change? Catalyst Canada research suggests that more than a decade of raising awareness, leadership for many prominent business leaders and organizations, and women knocking on the doors of boardrooms have had little impact. Bold action is required to accelerate progress for women on boards. Governments and businesses continue to engage in discussions about the best way to increase women's representation on boards. Around the world there are numerous efforts taking place, from legislative quotas to regulatory actions to voluntary pledges or targets initiated by companies.

Our recent report entitled “Gender Diversity On Boards In Canada: Recommendations For Accelerating Progress”, which was commissioned by the Government of Ontario, looked at the various approaches and their effectiveness. The experience of Norway, which implemented gender quotas for board directors in 2003, tells us that legislative quotas have definitely moved the needle in that country. Other countries, including the United Kingdom and Australia, have chosen mandatory disclosure and transparency in diversity policies for public companies similar to what the bill we are discussing today puts in play. In Australia women's representation shot up from 10.7% in 2010 to 22.7% in 2016, and women comprised 34% of new appointments to ASX 200 boards in 2015.

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. Thus, these types of policies are certainly an option or interim step for Canada to consider, eliminating protracted debates about the issue of quotas and focusing instead on the policies, practices, and outcomes of the board selection process.

Ultimately, Catalyst believes there's no one right way to accelerate progress for women on boards. What matters is intentional action and the commitment to setting goals and making change. That's why in the same report I just cited, we made 11 recommendations for companies, business leaders, and governments to drive change.

Among these are that TSX-listed issuers set 30% targets for women board directors by 2017 and achieve them within three to five years, that they use at least one mechanism to facilitate board renewal, and that they establish written policies to increase the representation of women on boards. Also, we recommend that governments reinforce the setting of the targets, renewal mechanisms, and written policies; that they track and publish progress; and that they set a minimum goal of 40% for their own agencies, boards, commissions, and crown corporations. In addition, Catalyst recommends that more stringent legislative or regulatory approaches be considered if progress is not made, particularly toward the 30% target.

These recommendations are based on the following. First is the new five-year historical trend data conducted in partnership with the Rotman School of Management, which shows that issuers with more board renewal—be it board term limits or written policies stating they are considering women when recruiting for new board positions—have more gender-diverse boards than those that don't. Second is a review of best practices, learnings, and key models adopted by governments around the world. Third is Catalyst's expertise, which has been gained over 50 years of conducting groundbreaking research to measure and diagnose talent management gaps and developing programs for organizations to leverage top talent and accelerate the advancement of women and inclusive workplaces.

Government policies mandating companies to report the types of actions they are taking to address board and senior management, as well as explaining why they may not have policies in place, force companies to address the issue. They can also provide best practices or proof points for other organizations to implement.

One proven solution is sponsorship, the act of support by someone appropriately placed in an organization who has significant influence on decision-making processes and advocates and fights for the advancement of an individual. The Catalyst women on board program demonstrates the impact of sponsorship. The program pairs a CEO or board chair with a senior executive woman who aspires to board service, for a two-year partnership. The mentor sponsors provide valuable advice and counsel, and critically, introduce the women candidates to their network of sitting directors. Since the program began almost 10 years ago, almost 60% of program alumni have been appointed to corporate boards, and over 130 Canadian companies have appointed “women on board” participants to their boards.

Another proof point can be found in the Catalyst accord. The accord is a call to action for Canadian companies to increase the overall proportion of the FP 500 board seats held by women to 25%. Since the launch in 2012, 86% of the accord's signatories are at or above the 25% goal, including several at 30% or higher.

At the end of the day, while the means to increase women's representation may vary, the key is that it gets done and gets done quickly. Until women achieve parity in business leadership roles in Canada, they will be marginalized in every other area.

Thank you for your attention.

[The Chair, Liberal, Dan Ruimy]

Welcome, everybody, to meeting number 47 of the Standing Committee on Industry, Science and Technology. Again today we are working on Bill C-25.

We have quite a few witnesses with us today. We have, from the Institute of Corporate Directors, Matthew Fortier, vice-president, policy. From Catalyst Canada Inc., we have Tanya van Biesen, executive director. Via television land, from Osgoode Hall Law School of York University, is Aaron A. Dhir, associate professor. As well, from the Canadian Coalition for Good Governance, we have Stephen Erlichman, executive director, and Catherine McCall, director of policy development.

Welcome, everybody.

We will get right into it. You each have 10 minutes to present, and then we'll go to our rounds of questioning.

We're going to start with Monsieur Fortier.

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

Thank you very much.

I'll be splitting my time with Majid, as well.

First of all, Minister, thank you very much for presenting to us this morning. It was very informative.

During your presentation you talked about various groups that could be defined as involved in the diversity. One of the groups you talked about was age. My question is going to be around how Bill C-25 might engage young people or get young people involved, because young Canadians transcend a whole diverse group of people.

In your opinion, the changes to Bill C-25 bring about, will they be beneficial to engaging young Canadians?

[Earl Dreeshen, Conservative, Red Deer—Mountain View, AB]

Bill C-25 also speaks to a number of other items. Basically, we've been talking about the diversity of boards at this point in time, but it also talks about the prohibition of bearer shares, certificates and bearer share warrants and where that is going to go. I wonder if you can touch on that, the technical aspect of it and the rationale for doing this and how deep you plan on getting into analyzing whether or not that is successful.

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

I think overall the proposals that we brought forward under Bill C-25 are long overdue. The last time we made changes to our framework laws was in 2001. It has been a substantially long period of time since we brought these changes forward. I'm very proud that our government has taken action on this and that we've brought these changes forward.

Again, I think the committee can speak to the terms of when they want to see changes reflected in our framework, in our laws. Obviously, as I mentioned, there has been a tremendous amount of change in technology, there has been a lot of intense global competition, and therefore, we need to constantly re-examine and re-evaluate.

From my perspective, particularly when it comes to areas of diversity, I'd like to see meaningful progress in those areas. For example, I think five years presents a reasonable timeline where we can re-evaluate and determine what kind of progress we've made. Then, if we haven't achieved the outcomes that we want, how can we move forward in a meaningful way? What other tools do we have in our tool box? That would be a suggestion I would have for the committee, but I would welcome hearing your thoughts.

[Navdeep Bains, Liberal, Minister of Innovation]

Thank you very much, Mr. Chair. It really is an honour and privilege to be back here before the committee and to have an opportunity to talk about and address a very important piece of legislation, Bill C-25.

I am here with my deputy minister, John Knubley, and Mark Schaan, director general, marketplace framework policy branch, strategic policy sector, so I am surrounded by some very intelligent individuals who can address any specific and difficult questions.

Bill C-25 covers a lot of important ground. The bill will support efforts to improve diversity on corporate boards and in the senior management ranks of publicly traded companies. It will improve corporate governance. I am delighted that both official opposition parties have expressed support for this legislation.

We have already heard some thoughtful commentary on second reading. Many of you have also heard witnesses who have come before the committee as well, and I look forward to discussing this bill with the honourable members of this committee.

I'd like to begin with a reminder of the context in which we are bringing forward this bill.

Our government is committed to innovation for a better Canada—innovation that will create jobs, strengthen the middle class, and prepare Canadians with the skills they need for the jobs of the future.

As legislators, we have a responsibility to set the ground rules for doing business, and we can create the winning conditions for people and companies to innovate.

Our country is at its most prosperous when everyone has a fair chance at success. Bill C-25 addresses this goal by making important adjustments to the framework laws that govern the Canadian marketplace. These laws set out how corporations are organized, and they also promote investor confidence and a competitive marketplace.

The amendments in this bill will provide the foundation for how Canadian businesses operate in the 21st century, and they will align Canada's framework laws with best practices in jurisdictions around the world. If there is one key objective or message that I could convey about what this bill is trying to accomplish, it is that we truly want to promote best practices in Canada.

The first set of amendments contained in Bill C-25 aims to promote greater shareholder democracy. First, the bill will require corporations and co-operatives to hold annual votes to elect directors. Currently, the law permits directors to hold office for up to three years before a vote is required. Second, directors under the Canada Business Corporations Act will be elected individually, not as a slate or group of candidates. Third, the bill will permit shareholders to vote explicitly against a candidate in uncontested elections. The goal is to ensure that the voting process allows shareholders to have their voices heard in a meaningful way. Additionally, Bill C-25 will improve corporate transparency, eliminate outdated instruments of commerce, and modernize shareholder communications.

These changes will reflect the new norms and practices of a digital economy—I often tell people that now it's no longer the economy; it's the digital economy. The bill increases business certainty and flexibility. It will allow Canadian businesses to focus on what makes them most productive, efficient, and innovative.

Allow me to elaborate on the elements of the bill that address diversity in corporate Canada, because there has been a lot of debate and discussion around this aspect. It's not simply the right thing to do, but it's also good for business. Under-representation of different segments of our population in business is a drag on Canada's bottom line.

Our government places a high priority on innovation to create better skills, jobs, and opportunity for all Canadians. Regardless of one's gender, age, faith, background, orientation, or ability, we want to see every Canadian work to their full potential. In the boardroom, as in life, multiple perspectives can lead to innovative thinking and better performance. As I tell people, good ideas can come from anywhere and anyone. Innovation requires fresh ideas, and research shows that leaders who embrace diversity are more likely to have employees who contribute to their full potential.

Our government is committed to encouraging the full participation of those Canadians who are currently under-represented in the economy. To that end, Bill C-25 will require corporations to disclose to their shareholders the gender composition of their boards and senior management.

They will also be required to make public their diversity policies. Those corporations without diversity policies will have to explain why they don't have one, and that's a key component of this bill as well.

This amendment is aligned with measures that have already been adopted by most provincial security regulators, and it will apply to all publicly traded corporations incorporated under the Canada Business Corporations Act, regardless of which securities regulator they report to.

Some have commented that Bill C-25 does not provide an explicit definition of diversity—I've heard that from individuals, and I look forward to that conversation this morning. That's because our government has made a clear and deliberate choice to understand diversity in the broadest and most inclusive terms possible. Diversity can include a broad range of skills and experience. It can encompass people from all genders, geography, cultural backgrounds, and faiths, or even people with disabilities. Achieving greater diversity on boards and in senior management is an achievable and realistic goal. Take the Canadian Board Diversity Council, for example. It has established an annual list of qualified candidates who are “board-ready”. These candidates have a variety of skill sets, experience, gender, and cultural backgrounds that could be of great benefit to any board of directors.

The objective of this bill is not to be prescriptive or punitive. Rather, the objective is to mandate an open conversation about good corporate governance between companies and their shareholders. It also allows shareholders to hold the board accountable for how it promotes diversity in leadership positions, so it truly also provides an accountability mechanism. Bill C-25 is being introduced at a time when many organizations are already looking to recruit more under-represented groups to the highest levels of corporate leadership, and they're finding plenty of talent to choose from.

If I may digress for a moment, I've had an opportunity to travel internationally and within Canada. I can tell you right now that diversity is our strength. The fact that we have people from different backgrounds available and able to put forward their ideas in a meaningful way, in senior management positions at the board level, is a source of competitive advantage for Canada. For example, the Institute of Corporate Directors, along those lines, has a registry of more than 3,500 who have the skills, qualifications, and training to serve on corporate boards. To make it easier for companies to find the right people, the institute provides a referral service and offers to match companies with suitable candidates. We commend this effort. The story of “Oh, we're trying to promote diversity, but we can't find people with diverse backgrounds” I don't think applies in this day and age.

Some commentators have suggested that Bill C-25 should include gender-based quotas. Our government prefers, as a starting point, to adopt the approach taken by the U.K. and Australia. These countries have been successful in promoting diversity by adopting an approach called “comply or explain”. It requires publicly traded corporations to disclose their gender composition and diversity policies among their executive ranks. If they do not have a policy in place, they are called upon to explain why. That's the concept behind comply or explain. In fact, Bill C-25 is similar to the provisions in the U.K. corporate code, which does not define diversity but specifically includes gender diversity.

Some organizations have proposed voluntary targets to increase the participation of under-represented groups on corporate boards. These organizations include Catalyst Canada and the 30% Club, which promote the advancement of women in the workplace. These organizations are part of a broader movement that includes shareholders, provincial security commissions, and civil society.

In fact, support for this bill has come from the Canadian Coalition for Good Governance, the Ontario Teachers' Pension Plan, and the Ontario Securities Commission, just to name a few. With such broad-based consensus, I'm confident that corporate Canada will rise to the challenge of promoting diversity.

That said, our government's work does not stop with the passage of Bill C-25.

Once the bill becomes law, we are committed to monitoring the level of progress achieved by corporate Canada to promote diversity at the senior-leadership level.

In the event there's no meaningful change in the composition of corporate boards and executive ranks, our government is prepared to review Bill C-25. I've said this in the House and I want to repeat this again this morning as well. We're willing to re-examine the tools we have to be able to see meaningful progress. If appropriate we will consider additional action.

Finally I'd like to address a suggestion raised by some of my honourable colleagues. They suggest that Bill C-25 should address the issue of limiting executive compensation. I heard this again in the debate in the House as well. In 2014 the department held extensive public consultations on the Canada Business Corporations Act to ensure that its governance framework remains effective, fosters competitiveness, and supports confident investment. Over 80 submissions were received from a variety of businesses and legal stakeholders, and a wide set of perspectives was given on the issue of executive compensation, raising a number of complex issues that require further study.

As Bill C-25 covers the items from these consultations where views were most consistent—that was the objective, we wanted to find where there was common ground—the question of executive compensation may be dealt with on a future occasion.

This will allow for a more considered view as best practices and early pilots in other jurisdictions emerge and mature.

My honourable colleagues, 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 talent and experience of all Canadians, and we recognize, as I said before, that diversity is our strength.

Bill C-25 ensures that we create the right conditions to keep Canada at the forefront of a global economy, and it will provide a transparent and predictable business environment for firms to innovate and grow.

I look forward to discussing this legislation with you.

Thank you.

[The Chair, Liberal, Dan Ruimy]

I'd like to call the meeting to order.

Welcome, everybody, to meeting number 46 of the Standing Committee on Industry, Science and Technology. Pursuant to the order of reference on Friday, December 9, 2016, we continue our study 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.

Today appearing before us we have the Honourable Navdeep Bains, Minister of Innovation, Science and Economic Development; along with John Knubley, deputy minister; and Mark Schaan, director general, marketplace framework policy branch, strategic policy sector.

Welcome, gentlemen. We are going to go right into it.

Minister Bains, you have the floor.

[Paul Schneider]

From my understanding of the legislation—and I too am not a lawyer—I think the provisions of Bill C-25 would apply to public company boards. If a company comes in and sets up a subsidiary in Canada and the parent company is offshore, my understanding is that they're not a public company in Canada. They're not trading on the TSX and not registered under the CBCA or the provincial BCAs, so I'm not sure that the law would apply to them.

[Paul Lalonde, President and Chair of the Board of Directors, Transparency International Canada]

Thank you, Mr. Chairman.

I would like to thank the committee for this invitation.

My remarks will be in English, but I will be pleased to answer questions in French.

Again, thanks for the opportunity to be heard by video conference. I think the technology is wonderful, and I appreciate the committee's efforts in using it in this way.

With me, present in Ottawa today, is Denis Meunier, a member of Transparency International Canada and of our beneficial ownership working group. He will have a few remarks at the end as well.

I'd like to make a few opening remarks about our recommendations with respect to Bill C-25, but first, here are a few words about who we are.

Transparency International Canada is the Canadian chapter of Transparency International, the world's leading non-governmental anti-corruption organization, with more than 100 chapters worldwide and an international secretariat in Berlin. Through advocacy, research, and capacity-building work, Transparency International strives toward a world that is free of corruption. Our chapter here in Canada has been at the forefront of the national anti-corruption agenda for more than 20 years. Our chapter's main concern related to Bill C-25 is on beneficial ownership of companies and the transparency of that beneficial ownership.

We welcome the Government of Canada's measure to reform current legislation that affects this area through the proposed amendments. However, we believe that Bill C-25 can go further to address the negative impacts of opaque beneficial ownership of companies in Canadian corporate registries.

To provide a bit of context, public expectations about transparency are changing and increasing. Whistle-blower disclosures like the Panama papers have provided concrete examples of how anonymous companies and legal entities are abused by those seeking to avoid taxes and launder the proceeds of crime and corruption, among other nefarious aims. The abuses exposed through these leaks and others have triggered widespread interest in what was once dismissed as a rather mundane or sleepy legal topic.

Governments around the world are also recognizing the threats posed by underregulated legal entities and arrangements. In 2014, recognizing this, the G20 issued its high-level principles on beneficial ownership, acknowledging the importance of transparency in protecting the integrity of the global financial system. In 2016 the European Commission mandated its 27 member countries to collect and publish information on the beneficial owners of companies registered within the union. More recently, the U.K. has already enacted legislation and implemented new disclosure rules, and other countries are following suit. That is not so much the case in Canada.

As more countries put up barriers to the criminal and corrupt, those looking to game the system will gravitate to jurisdictions with weaker standards. A recent Transparency International report, of which we're very proud, was titled, “No Reason to Hide: Unmasking the Anonymous Owners of Canadian Companies and Trusts”. We submitted the executive summary of this report to the committee clerk. In it, we highlight a 2015 Transparency International analysis that found Canada's performance was either weak or very weak in seven of the 10 G20 principles on beneficial ownership. In September of last year, the international Financial Action Task Force published a highly critical evaluation of Canada's corporate secrecy regime. The task force called on the government to make beneficial ownership information accessible as a matter of priority.

These reports demonstrate that Canadian companies are particularly vulnerable to abuse. Beneficial owners can remain entirely anonymous, their identities concealed even from the government agencies entrusted with enforcing laws and regulations—and collecting taxes, by the way. Anonymous ownership creates unnecessary obstacles for our law enforcement and tax authorities, fostering a climate of impunity due to low perceived enforcement risks.

Recently the Toronto Star and CBC showed how financial consultants abroad have a specific term for facilitating tax dodging and funnelling illicit funds in Canada. They call it “snow washing”. This is a stain on Canada's reputation that we have to clean up. By stripping anonymity from companies, Canada would make financial crimes and corruption easier to detect and prosecute, thereby deterring them.

Beneficial ownership reform presents an opportunity for Canada to adapt to emerging international standards and avoid becoming a beacon for the corrupt. To this end, we submitted recommendations to the committee in the executive summary of our report to address the negative impacts of anonymous beneficial ownership of companies. As a priority, we recommend that the Government of Canada adopt measures to require all companies in the country to identify their beneficial owners. The government should then publish this information in a central registry that is accessible to the public in an open data format.

We recommend that Parliament also conduct a study into such a public registry, but TI Canada believes that either way it will be a low-cost, high-impact way of preventing corporate beneficial ownership misuse and would improve the effectiveness of law enforcement and tax authorities. It would help the private sector comply with regulations and make better business and investment decisions by facilitating due diligence and know-your-client exercises. It would also bolster Canada's reputation for fairness and transparency both at home and abroad.

Nominee directors and shareholders should be identified as such in corporate filings. They should be required to name the natural person on whose behalf they are acting. Nominees should keep contact details of that individual and ensure that they are accurate and up to date.

Federal and provincial corporate registration authorities should be given adequate resources and a mandate to independently verify the information filed by legal entities, including the identities of directors and shareholders. Registries should be granted authority to apply sanctions for non-compliance with these requirements.

Additionally, TI Canada welcomes Bill C-25's measures to eliminate anonymous ownership of bearer shares. We noted that change, and we applaud the government for bringing it; however, we recommend that existing bearer shares should be converted to registered shares automatically upon a company's knowledge of the identity of the bearer of the certificate warrant or other instrument. In addition, we recommend that the holder of a bearer share who tries to receive dividends or exercise voting rights using the bearer shares should automatically have those bearer shares converted to registered shares.

The Government of Canada should establish and apply dissuasive and proportionate sanctions for non-compliance with beneficial ownership disclosure rules. These sanctions should include both criminal and civil penalties, and should be applied to ensure that beneficial ownership information is truthful, accurate, and filed in a timely manner. Reporting obligations and sanctions for non-compliance should focus on those in control of legal entities and arrangements, as well as beneficial owners themselves.

The Government of Canada should lead in the implementation of these recommendations, while also working with the provinces to develop supporting legislation at the provincial level.

I want to thank you for your time today. That was a very quick summary of our views and recommendations on Bill C-25 and beneficial ownership transparency.

I'd now like to pass it over to Mr. Meunier to introduce himself and say a few additional words before we make ourselves available for questions.

[Paul Schneider, Head of Corporate Governance, Public Equities, Ontario Teachers' Pension Plan Board]

Thank you.

Mr. Chair and committee members, thank you for the opportunity to be here today to speak to you about Ontario Teachers' Pension Plan's views on Bill C-25. We support the passage of Bill C-25.

Please note that my comments will be limited to part 1, and more specifically to amendments to the Canada Business Corporations Act that address two key corporate governance issues: the election of directors to the board and board diversity.

Ontario Teachers' Pension Plan is Canada's largest single-profession pension plan, managing, as of our last audited annual report, over $171 billion of assets that provide retirement security for 316,000 active and retired teachers in the province of Ontario.

We have a long history of promoting good corporate governance in our investments and we believe that good governance is good business. We are a founding member of the Canadian Coalition for Good Governance and remain active in the organization.

Since its beginning in 2003, CCGG has grown from representing investors managing $350 billion of assets to today, when collectively CCGG members manage approximately $3 trillion of assets on behalf of all Canadians. Clearly governance, and in particular the governance of Canadian companies, matters to investors.

As I am head of corporate governance, my focus is promoting effective corporate governance on behalf of our members throughout our global public company portfolio of over 1,600 companies. We are engaged investors, meeting regularly with companies, actively voting all our shares, and working to improve corporate governance regulatory frameworks around the world. Personally, I have 15 years of experience in corporate governance, with the past seven in my role at Ontario Teachers'. Prior to that, I was the director of research at CCGG.

At its most fundamental level, corporate governance is the system and structures put in place to ensure that a company is effectively directed and controlled. In the corporate governance framework, shareholders elect directors, directors oversee management, and management executes its strategy.

The characteristics of public company ownership significantly raise the importance of having effective corporate governance. Typically, a public company shareholder like Ontario Teachers' will have a very small ownership stake in a company, usually less than 1%, yet their investment could be in the tens or even hundreds of millions of dollars.

As a result, we are placed in a situation where we have a large amount of money at risk, yet have limited levers of influence. We rely on the board to adopt and execute effective governance practices that properly oversee management and to keep the best interests of the corporation in mind—and, in doing so, safeguard and allow our investments to grow. When governance fails, our investment is impacted, and this can affect the pension promise we have made to our members—hence our statement “good governance is good business”, and why we spend so much time working to ensure that our public company investments have effective governance practices. Effective governance is about getting the right people around the board table and holding those individuals to account.

Our shareholder vote is our means or tool for holding the board of directors accountable. Unfortunately, in its current form, the effectiveness of our vote is limited. Our only two options when electing a director are to support and vote for, or to not vote at all and withhold. Voting against a director is not an option.

We find it difficult to reconcile the fact that as public company shareholders we are providing capital to companies, yet we cannot vote against a director should their actions cause us to lose confidence in their ability to effectively discharge their duties.

For years, we have advocated for the inclusion in Canadian and provincial laws of true majority voting—that is, the ability to vote for or against—in director elections. That is why we were extremely pleased to learn of the inclusion of majority voting in director elections in Bill C-25. We fully support the amendment to the CBCA that requires directors to be elected only when they receive the support of at least 50% plus one of the vote. This change will allow shareholders like Ontario Teachers' to truly hold individual directors accountable. We believe that holding directors accountable leads to more effective boards, effective governance, and effective capital markets. It is simply good business.

Some may argue that the current TSX rule requiring a majority vote policy is sufficient. We disagree, for the simple reason that under majority vote policies there is no guarantee that a director resignation will be accepted. In fact, there was an incident in 2015 when a director of a large Canadian company received a majority of withhold votes because shareholders were unhappy with the decision made by a committee the individual chaired. As per the majority vote policy, a resignation was submitted, only to be rejected by the chair because, in part, the loss of a director of “high quality and integrity...would be deplorable.”

While shareholders voiced their displeasure with the rejection of the resignation, they were left with little recourse and with having to accept a director in whom they had no confidence remaining on the board. This example illustrates the significant difference between a withhold vote and a vote against that cannot, nor should not, be underestimated. Facing the consequence of being voted off the board may be just the stimulus needed to cause a board or director to think twice about how they are exercising their fiduciary duty.

Let me be clear. Ontario Teachers' Pension Plan believes the vast majority of directors are highly qualified, extremely competent individuals who are performing a difficult and sometimes underappreciated task. However, we also strongly believe that it should be our right as owners of the company to decide who should be in that boardroom overseeing management and ensuring management is acting in the best interests of the corporation, and by extension in the best interests of the investors, who in our case are the active and retired teachers of Ontario.

Furthermore, and as I believe you are aware, Canada and the United States are outliers. We are the only jurisdictions in the world that do not allow shareholders to vote against directors. Thus, in addition to supporting effective governance, majority voting will increase the confidence global investors have in the ability of our capital markets to function effectively.

The second issue I would like to discuss with respect to Bill C-25 is the requirement to disclose, on a comply or explain basis, the existence and substance of a diversity policy. We believe that diverse boards are more effective boards. For Ontario Teachers', diversity is not limited to gender but includes diversity across a number of spectrums. However, as we stated in our submission to the OSC during their consultation on diversity in 2013, we believe that focusing on gender diversity is an appropriate starting point to increase overall board diversity and to encourage issuers to develop a broader and deeper selection process that embraces and enhances diversity.

Furthermore, we believe there is a deep pool of untapped potential candidates that a broader and deeper selection process will reveal. We point to the thousands of individuals who have attained either an ICD.D designation from the Institute of Corporate Directors or are recognized as a chartered director from The Directors College as two potential sources of diverse directors.

Gender diversity improves board effectiveness because it brings different views to the boardroom table. Studies by Catalyst and others continue to show that company performance improves if there are women in senior management and/or on the board. A recent study by MSCI, published this past December, found that companies with at least three women on the board in 2011 experienced a median change in return on equity of 10% and in earnings per share of 37% by 2016. Conversely, companies with no women on the board in 2011 had an ROE change of -1% and an EPS of -8% over the same time period. The study also found that companies adding women directors to the board correlated with higher median increases in EPS compared to losing women on the board during the 2011 to 2016 time period. In addition, the MSCI study looked at gender diversity throughout the organization and found that companies with three or more women on the board had higher rates of women in senior management, including the CEO.

What we conclude from the MSCI study is that promoting a higher percentage of women on the board will have an impact on gender diversity across an organization. We are not suggesting that the CBCA establish any quota, but rather promote more diversity through the comply or explain regime articulated in Bill C-25.

The efforts of provincial security regulators, issuers, organizations such as Catalyst, the 30% Club—of which Ontario Teachers' is a member—and institutional investors have all contributed to increasing female participation on boards. While we are not where we need to be, Ontario Teachers' strongly believes that a sustained effort, as well as the comply or explain approach of Bill C-25, will continue to move us down the path of increasing gender diversity both on boards and in senior management. This will open organizations to a broader diversity of opinions, experiences, and outlooks in their decision-making. It is our hope that someday in the not-so-distant future, we will no longer need to have discussions on how to make boards and senior management more diverse.

In closing, I would once again like to thank the chair and the committee members for inviting me here today to reiterate Ontario Teachers' support for the passage of Bill C-25. I hope you found my comments useful. I would be pleased to answer any questions you may have. I would also like to encourage each of you to not hesitate to approach me at any time should you have further questions.

Thank you.

[The Chair, Liberal, Dan Ruimy]

I call the meeting to order.

Welcome, everybody, to meeting 45 of the Standing Committee on Industry, Science and Technology.

We are continuing our study of Bill C-25.

Today we have with us Paul Schneider, head of corporate governance at the the Ontario Teachers' Pension Plan Board. From Transparency International Canada, we have Denis Meunier, beneficial ownership working group, and Paul Lalonde, president and chair of the board of directors, by video conferencing from Toronto. Then, from the Diversity Institute at Ryerson University, we have Wendy Cukier, director.

We're going to start off with Mr. Schneider from the Ontario Teachers' Pension Plan.

You have 10 minutes to give us a presentation.

[Jennifer Reynolds, President and Chief Executive Officer, Women in Capital Markets]

Thank you. It's a pleasure to be here.

I'm going to focus on women and leadership—that's where my expertise lies—or more specifically, the lack thereof. I have a few slides that I've put together, but first I'll just give you some context around the numbers.

If you compare us globally to OECD countries, the numbers in Canada are not good. Representation on boards today is about 12% for publicly listed companies, TSX companies. If you have the graph in front of you, you'll see that at the bottom of the graph.

You're looking at other countries that are 30% to 40%. Some of those countries have gone the route of quotas. We have not chosen that. We've chosen “comply or explain”.

They also started a lot earlier. Other countries focused on the issue of why we don't have more women in leadership a lot sooner than we did in Canada. We put the regulation into place a couple of years ago.

In the U.K., comply or explain actually worked. They've gone from 12% representation on boards in 2012 to 26% today. It can work, but we haven't seen a lot of progress. In Canada today, 45% of boards have zero women on them; another 30% have one. The executive suite looks pretty much the same. If you asked those boards why they don't have any women or how they appoint, they would say, “We appoint based on meritocracy”, which obviously implies that 45% of boards decided that they couldn't find one woman who merited a board seat.

We all know that this is just a red herring. It's ridiculous. There are plenty of very qualified women for boards in this country. If anyone needs a recommendation, they can come to me. That's not the issue. It's a demand issue. That's how we need to address it in this country, and recognize that there are lots of very qualified women.

If you look at the progress since comply or explain, it's gone up 1%. We were at 11% last year; it's 12% this year. That's just not good enough. Of the 521 seats that came up last year, only 15% were filled by women, so we're not seeing corporate Canada paying any attention to comply or explain in any broad sense.

I know Bill C-25 is coming forward, and it will mimic the same sort of disclosure that we require of publicly listed companies. Bigger companies are taking this more seriously, but they have been for a long time. They've always had better disclosure. They've always focused on these things.

Canada is an economy of smaller companies. That's the reality. We need this to be broadly taken up by companies in Canada. Often you'll get the excuse, “Well, we're a resource-heavy economy, and therefore we can't because there are no women in resources.” In Australia, they managed to go from 8% on boards in 2008 to about 23% today, so other countries that are resource-heavy economies are also making progress. We certainly can in Canada as well.

Here are a couple more quick statistics on the whole board issue.

Part of the issue is that you need to have policies: do you care? Are you looking at it? Only 21% have any sort of policy around gender diversity.

The second thing is that you have to have targets. Any business in Canada has targets around its objectives. For people in Canada and the corporate world, if you say “targets”, it computes in their heads immediately as “quotas”. It's not a quota. It's a target. We always put metrics around things, and companies need to do this. We need to start thinking about that. It's not good enough for companies to just say, “We don't have a policy. We don't have targets.” We need to ask more of Canadian corporations.

The key issue here is, why should you care? Obviously, there is a social justice element here, but there is a business case. Much research has been done. I'm sure people around this table have read it, so I won't go over it all. Canada needs to care because our economy will be stronger. Our businesses will be stronger.

We're leaving half the talent pool sitting around. Women have been over 50% of the university graduates for 25 years now, and today it's 62%. We earn 50% of master's degrees, and Ph.D.s now too. All that talent is just going away. We're close to 50% of the workforce and about 35% of middle management, and have been for a couple of decades—in the U.S., women are 50% of middle management—and yet, if you look at senior officer roles, you see 18%. The numbers aren't budging. They haven't moved in a long time. We need to make sure that those numbers start moving, because that talent is just wasting away at the mid-level.

There are different ways you can get at this problem. I think too often we decide that it's the baby issue. That's what I hear from senior leaders all the time: it's just the babies. Absolutely, that's an element of the problem, but it's not just about the babies. There are all kinds of structural barriers in the corporate world today that make it difficult for women to advance.

Thankfully, I'm in an industry that, if you look at the broader financial sector, is looking at this problem very carefully. They've done some good work. A couple of the financial institutions now are at about 40% in terms of the representation of women. You can do it. That's my point. It can be done. Companies are doing a better job today and making progress on this, but it takes very formal talent management. I can go into the different types of policies if people are interested in what companies are doing and best practices, but I'll leave that for now, unless there are questions on it.

In particular what we need here is transparency. If you're thinking about what can you do from a public perspective, we need to encourage transparency. This comply-or-explain approach also needs some support behind it.

In the U.K. the reason it was successful is the government put in place a review called the Lord Davies' report every year, and it really was a review on pushing.... First of all, they went around and they got stakeholder engagement from the corporate world broadly—chairmen, senior leaders—and from the public sector to say they needed to focus on this, since it's a business issue. They published their report every year. There was a bit of a shaming game involved there, too. They put the list of people who were doing nothing out there, and you have to do it. I've been told it's un-Canadian to be shaming people like that, but, you know, we need to do it.

It also provided best practices, and it provided that report card every year to say how they were doing. That's why we saw real progress there, I believe, along with a few other entities like the 30% club that were pushing. We need that. The feeling generally in comply or explain is there's a frustration there, so we need more behind it.

Thank you.

[Mark Schaan, Director General, Marketplace Framework Policy Branch, Strategic Policy Sector, Department of Industry]

Perhaps I can jump in here to indicate that in fact Bill C-25 actually goes an explicit step further.

Currently, under securities commissions' laws in eight of the securities commissions in the country, corporations on an annual basis already need to file the gender makeup of their board and the gender makeup of their senior management.

It's the explicit intent of the bill to go beyond that and ask companies to file their diversity policy and summarize it for their shareholders, facilitating a conversation between shareholders and the corporation. In fact, in the draft regulations, Corporations Canada has indicated that the policy actually specifically indicates a written policy relating to diversity other than gender amongst the directors and members of senior management.

It is actually explicit that it is in fact beyond gender, which would put us in a—

[Mitch Davies, Assistant Deputy Minister, Strategic Policy Sector, Department of Industry]

Good morning, Mr. Chair and members of the committee. It's our pleasure to be here today with you to speak to Bill C-25.

Innovation, Science and Economic Development's core mandate is to help make the Canadian economy and industry more productive and competitive in a global economy, thus improving the economic and social well-being of Canadians. One of the critical ways in which we accomplish this is by ensuring that our framework legislation is up to date and in line with international best practices. Maintaining effective legislative frameworks for business is a critical endeavour, since these laws lay out the ground rules for doing business in Canada.

We're in constant review of the laws administered by our department, how they compare to other jurisdictions, and how they meet the expectations and needs of Canadians. The Canada Business Corporations Act, or CBCA, is an important piece of framework legislation that sets out basic rules for federal corporations. This law establishes the legal regulatory framework for close to 270,000 federally incorporated companies. Allowing for ease of doing business by providing for clear and predictable operating rules is critical, as our laws act as a foundation for innovation in a growing economy.

Governing the relationship between a corporation and its shareholders is one of the most critical elements of a sound business landscape, and that's why it's important to make sure that the CBCA continues to meet its policy objectives. To this end, the department embarked on a broad stakeholder consultation in 2014 to canvass the views of those most affected by the CBCA. We received over 80 submissions with a range of viewpoints on how best to proceed.

Some of these areas we will continue to look into, where thought is still developing and experience abroad is still fresh. Others bore a clearer consensus among the competing viewpoints. It is this set of issues that we have chosen to address by way of Bill C-25 before you today, in order to optimize Canada's corporate governance law to allow our businesses to thrive and innovate within as modern and responsive a framework as possible.

The items you find in Bill C-25 concern the way corporate directors are elected, how diversity is promoted in the business sector, and how corporations communicate with their shareholders. Certain of these changes will be reflected not only in the CBCA but in its companion statutes that deal with co-operatives and the not-for-profit corporations as well.

Other elements of this bill concern the clear and unambiguous prohibition of unregistered instruments that can be misused for criminal means and an update to how affiliated entities are treated under competition law. The changes being made here are informed by best practices from here in Canada and at the provincial level, as well as from our main trading partners abroad.

To get more specific, Bill C-25 makes a number of discrete but important updates to Canada's corporate and co-operative laws, which I'll highlight briefly here, and we'll happily field questions that you may have afterward.

The bill makes three important changes to the process by which directors are elected. First, it ensures that elections are held for all directors annually, which is an update from the current requirement under the CBCA that allows directors to serve up to three years at a time, with staggered terms.

Second, it ensures that directors are elected individually, rather than as part of an all-or-nothing slate of directors. This rule, as well as annual elections, would bring the CBCA in line with existing TSX rules.

Third, if the number of spots open on a board of directors is equal to the number of candidates presented—that is, it is an uncontested election—voters will now have the option to vote against a candidate, rather than simply withholding a vote, and that candidate will only assume the directorship if a majority of votes cast are in their favour. This will prevent the nearly automatic election of directors on the basis of even a small number of “for” votes.

Bill C-25 will also support efforts to increase diversity on corporate boards and in senior management by encouraging an exchange of information on corporate practices in this regard between a company and its shareholders. The bill will require publicly traded CBCA corporations or distributing corporations, as they're referred to in the act, to make disclosures on diversity on their boards and senior management, including the policies they have in place. If no such policies exist, boards will have to explain why to their shareholders. It's a system commonly referred to as comply or explain.

Furthermore, the bill will leverage modern digital technologies and reduce paper burden by allowing corporations to send a notice to shareholders that sets out instructions on how to obtain documents from the corporation's website in advance of a shareholder meeting.

While it's not believed that bearer shares or bearer share warrants—unregistered financial instruments whose proof is in their possession—are in common use in Canada, the bill would nevertheless clarify in very certain terms that these instruments are prohibited. Any remaining holders of bearer shares would have the opportunity to convert them into a registered form of share ownership.

Bearer instruments have been identified as vehicles for money laundering and terrorism financing. These amendments would enhance transparency and support Canada's compliance with international standards.

Finally, the bill would make a targeted but important change to the Competition Act to provide business certainty and reduce administrative burden. The rules for determining which business entities are affiliated with one another would be applied more broadly to take fully into account modern unincorporated structures, such as partnerships and trusts. This revision would increase certainty for businesses by ensuring that they would not be needlessly investigated or sanctioned under law for dealings with their own affiliates as though they were competitors, and also sparing the Competition Bureau from a needless investigation or merger review in these circumstances.

There are other minor amendments in the bill of a more administrative nature, including streamlining documents required to form a co-operative and harmonizing English and French versions of these laws, but the items I've mentioned are the key features.

I and my colleague would be pleased to provide clarification and answer questions on these points. Thank you for your time.

[The Chair, Liberal, Dan Ruimy]

I call the meeting to order.

Thank you, everybody, and welcome back. This is meeting number 44 of the Standing Committee on Industry, Science and Technology. Pursuant to the order of reference of Friday, December 9, 2016, we are studying 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.

Today, from the Department of Industry, we have Mitch Davies, assistant deputy minister, strategic policy sector, and Mark Schaan, director general, marketplace framework policy branch, strategic policy sector.

You have 10 minutes.

Go ahead, Mr. Davies.

[Shereen Benzvy Miller, Assistant Deputy Minister, Small Business, Tourism and Marketplace Services, Department of Industry]

Thank you. Good morning, Madam Chair and distinguished members.

My name is Shereen Benzvy Miller. I am the assistant deputy minister for small business, tourism and marketplace services, at Innovation, Science and Economic Development.

I'm pleased to be here today, alongside my colleagues from ESDC and Natural Resources. Thank you for providing us an opportunity to speak to you about how ISED is supporting the economic security of women.

There is a growing understanding that addressing the constraints of women's economic empowerment is fundamental to lasting, inclusive, and sustainable economic growth and to the achievement of gender equality

However, women continue to face challenges. We know that women are generally under-represented in entrepreneurship and small business ownership, in science, technology, engineering and mathematics, and on corporate boards. In addition, sometimes general programs and services don't take into account the distinct needs of women.

Let me walk you through some of our department's initiatives and programs that aim to address these issues.

First, women entrepreneurs represent a significant source of untapped talent and potential in Canada. Only 15.7% of small and medium-sized enterprises are majority owned by women, as opposed to 64.7% majority owned by men.

As well, only 5% of women-owned businesses export, as opposed to 12% of male-owned businesses. Despite expressing high growth intentions, women are less likely to scale up their businesses and export due to a number of barriers, such as limited business networks, lack of financial literacy, inconsistent levels of training and mentorship, and lack of access to capital for financing.

For instance, Statistics Canada found in 2014 that only 78% of majority women-owned businesses that requested debt financing has those requests approved as opposed to 91% of majority male-owned businesses that requested it. That's only 78% of women-owned businesses being approved for financing.

ISED is working on determining how to best support women entrepreneurs. As part of this, the program is continually engaging with stakeholders. For instance, on November 9, 2016, the Honourable Bardish Chagger, Minister of Small Business and Tourism, hosted the Canadian Women's Entrepreneurship Conference in Toronto. Businesswomen from across the country came together, as did Minister Hajdu and Status of Women, to discuss the challenges that women entrepreneurs face and to collaborate on ideas to provide better support for them. I am very pleased that more than 250 inspiring women business owners and organizations that support them were able to participate. Going forward, this engagement will inform policies to promote the full participation of women entrepreneurs in Canada's economic development.

During the conference, Minister Chagger announced that she had asked the Business Development Bank of Canada, the BDC, to become a world-leading financial institution for women business owners. This will involve an introspective look at their business processes and how they meet the needs of women.

Minister Chagger also announced BDC's creation of three new initiatives to support women entrepreneurs in the technology sector, totalling over $50 million in investments.

BDC has also committed to increasing its term lending to majority women-owned businesses to at least $700 million over three years ending in fiscal year 2018. BDC is on track to exceed this commitment.

The six regional development agencies support women entrepreneurs and organizations that support women starting and growing their businesses.

For instance, FedDev Ontario announced in June 2016 $880,000 over two years to directly support women's entrepreneurship through Fierce Founders, a specialized program for women in technology industries.

Both Western Economic Diversification Canada, WD, and the Atlantic Canada Opportunities Agency, ACOA, provide financial support to member organizations, like the Women's Enterprise Organizations of Canada. These organizations provide critical business management skills.

ISED programs that support women in business include the Canada Business Network, a comprehensive directory of services for business provided by the federal, provincial, and territorial governments, which has dedicated a landing page for women entrepreneurs featuring the profiles of successful women entrepreneurs. I would also ask you all to follow the Canada Business Network on Twitter. Their handle is @canadabusiness.

Futurpreneur Canada, another ISED program, is a national not-for-profit organization that supports young entrepreneurs aged 18 to 39. Over 40% of Futurpreneur's clients are women.

ISED is also committed to working to improve the representation in the STEM disciplines. For instance, ISED is working with ESDC to help employers create more co-op placements and work-integrated learning opportunities in the STEM and business fields for young Canadians, including young women and indigenous peoples.

The Natural Sciences and Engineering Research Council of Canada's, or NSERC, chairs for women in science and engineering program was launched in 1996 to increase women's participation in STEM disciplines and to provide career role models for women in those disciplines. NSERC's PromoScience program also helps promote STEM culture by supporting non-profit organizations that generate public excitement in STEM and motivate and encourage youth, specifically young women and girls, to participate in STEM activities.

Increasing women's diversity on boards is also recognized as important. To address this, Bill C-25 was tabled in the House of Commons on September 28, 2016, by the Honourable Navdeep Bains, Minister of Innovation, Science and Economic Development. The bill concluded its second reading on December 9, 2016, and has been referred to the Standing Committee on Industry, Science and Technology for further study. It will require directors of federally incorporated companies to disclose to shareholders the diversity of their boards.

In conclusion, ISED's policies and programs are helping to foster a workforce that is more inclusive for women. ISED is striving to better support women entrepreneurs and ensure the representation of women in STEM, and to improve diversity on corporate boards. Moreover, by applying the GBA lens to new initiatives, ISED will ensure that women are considered in policies and programs. Together, these actions contribute to the economic empowerment and security of women.

Furthermore, as we look to the future, ISED's new innovation agenda will pursue inclusive economic growth to help realize our country's full economic potential and help strengthen the middle class.

The innovation agenda will help unleash the economic potential of women and other under-represented groups in Canada's entrepreneurial ecosystem.

Thank you for your attention and I look forward to your questions.

Canada Business Corporations Act

[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.

[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?

[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.

[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.

[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.

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.

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, for the rest of today, we will debate Bill S-4, on tax conventions.

Tomorrow, we will call Bill C-25, the business framework legislation, followed by Bill C-30, regarding CETA.

Monday and Tuesday we will proceed with Bill C-31, an act to implement the free trade agreement between Canada and Ukraine. In the days following, we will put Bill S-4 at the top of the Order Paper so that we can pass it before the Christmas recess.

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

Mr. Speaker, today we are continuing with opposition day. Tomorrow the House will consider the report stage of Bill C-29, the second budget bill, and it will continue studying that bill Monday and Tuesday of next week.

For the remainder of the week, we plan to call the following bills: Bill S-4, the tax conventions legislation, and Bill S-3, the Indian tax amendment, provided we get these two bills from the Senate; Bill C-25, the business frameworks bill; and Bill C-30 concerning CETA. All these bills are at second reading.

It is my hope that parties will be able to negotiate on how to proceed in advancing these very important initiatives. Something I have committed to is working well with other parties, and I will continue to do that.

[Karen Vecchio, Conservative, Elgin—Middlesex—London, ON]

Yes, Bill C-25.

[Karen Vecchio, Conservative, Elgin—Middlesex—London, ON]

Excellent.

I spoke the other day on Bill C-25, which is the corporations act. They are changing a variety of things like that.

When developing this sort of legislation that has to do with women on boards, was Status of Women part of that preamble so this legislation could be created? It really does have the GBA+ portion that needs to be looked at, so I am wondering if you were incorporated in those discussions on that legislation. It does include women on boards as a big part of it.

[Navdeep Bains, Liberal, Minister of Innovation]

Thank you very much, Chair.

I'm delighted to be here again. It's great to see a lot of familiar faces and a few new faces as well. I'm very grateful for the opportunity to address this esteemed committee.

I'd like to welcome ministerial colleague Dr. Kirsty Duncan, who will be joining you in the next hour to update you on her role and her mandate as the Minister of Science.

Not here today but an integral part of our ministerial team is the Honourable Bardish Chagger. In addition to her critical role as government House leader, Minister Chagger is working with us to drive economic growth in the small business and tourism sectors.

I would also like to acknowledge my deputy minister, John Knubley, and Kelly Gillis, our associate deputy minister.

I've been invited, as you mentioned, to update the committee on the content of the latest round of supplementary estimates that we've recently tabled.

Innovation, Science and Economic Development—the ISED portfolio—is presenting an increase of $409.6 million, resulting mainly from new funding under budget 2016. The highlights are as follows: $249.3 million to the post-secondary institutions strategic investment fund to enhance and modernize research facilities on Canadian campuses; $64.8 million to support investigator-led research under the research support fund and the grants and scholarships programs; and $40.6 million to the Canada first research excellence fund. I suspect that my colleague Minister Duncan will speak to these specific investments.

We've also invested $20.8 million to support internships under the youth employment strategy; and $10 million to support cutting-edge research and development through the European Space Agency's advanced research in telecommunications systems programming.

I'd also like to give the committee an idea of what we've been up to since my last appearance here in April.

My main focus has been leading the development of an inclusive innovation agenda.

The inclusive innovation agenda is our government's plan to drive economic growth by making Canada a global leader in innovation. It will create well-paying jobs for the middle class and for those working hard to join it.

The first and most important phase in developing this plan was to hear from Canadians. As you know, Chair and colleagues, the government does not have a monopoly on good ideas. Over the summer, we held 28 round table discussions. We invited Canadians from coast to coast to visit our website and to comment on social media. In all, we received more than 1,500 ideas on how to make Canada a global leader in innovation.

I want to take this opportunity to quickly highlight three themes that came from those conversations and discussions.

First, we heard about the need for more people with the right skills and experience to drive innovation.

Second, we heard about the need to harness emerging technologies to achieve big things.

Third and last, Canadians told us it was important to develop the next generation of globally competitive companies.

In the coming months, those ideas will help inform our government's work as we prepare the budget.

It is also worth noting

that Budget 2016 made several important down payments in support of the innovation agenda.

It allocated $2 billion to renew university and college campuses across the country. The budget also committed $800 million over the next four years to strengthen innovation networks and clusters. More than $1 billion is being invested in the development of clean technologies. These are bold investments designed to drive economic growth through innovation and to create, again, good-quality jobs for the middle class.

The consultation process for the innovation agenda has given me the opportunity to travel to many communities across the country.

I am always impressed during these visits with the work being done by our regional development agencies to support the economic growth of communities across the country.

Our government has chosen to align all the regional development agencies under one portfolio. The goal, and I've said this on numerous occasions, and I'm glad we're succeeding in doing this, is to elevate their importance and make them part of our government's overall agenda for economic growth. I'm pleased to report that this change has resulted in the alignment of priorities and best practices amongst the agencies.

The focus of these agencies now includes developing young companies, so we want to have a strong pipeline of companies, but we want to identify opportunities for these companies to scale up and grow, one of the key themes we heard from Canadians. Diversifying our regional economies still remains a priority because we understand the unique nature of each of the respective regions. Other goals are promoting clean technology and supporting our indigenous communities.

This theme of collaboration informs all our actions as a government.

In June and earlier this month, I chaired meetings of my provincial and territorial counterparts. These were the first meetings of this kind in 12 years, and they set a new tone for constructive engagement. Again, we recognize that not only do we not have a monopoly on good ideas, but also that it's going to require a collective effort and that it's important that we work with provincial, territorial, and municipal counterparts. That spirit and that partnership also resulted in the Atlantic growth strategy that we launched over the summer. This strategy will target actions to stimulate the economy of all four Atlantic provinces.

Another historic result of our collaboration with the provinces and territories is our work to renew our framework for internal trade. We are on the cusp of concluding negotiations for a new Canada free trade agreement.

This agreement will provide an ambitious and modern framework for the free flow of goods and services within Canada's borders.

Our work to conclude this agreement is all the more significant at a time when the rest of the world is talking about putting up more barriers to trade. We recognize that rise in protectionism.

Another key value of this government is inclusion.

That's why we tabled a bill to promote corporate transparency and diversity. Among other things, Bill C-25 aims to increase the number of under-represented groups on corporate boards and senior management teams. Corporations will be required to make public their diversity policies, and those corporations without diversity policies will have to explain why they don't have one.

While we know that security regulators have focused on gender diversity policies, this law goes farther. The goal is to attract the best and the brightest from as wide a talent pool as possible. That's how Canada can make full use of the competitive advantage granted to us by the extraordinary diversity of our population. When we say diversity is our strength, we truly need to take advantage of that.

Also on the idea of inclusion, we've taken steps to bridge the digital divide. In today's modern age, it is critical that all Canadians have access to the Internet.

In particular, Canadians in rural and northern regions need better access to high-speed Internet.

Improved broadband connectivity can unlock tremendous economic potential, leading to the creation of new jobs, products, and businesses. I know this issue is of interest to committee members, and I've had many of you reach out to me about this. I'm pleased to let you know that very soon we will be launching Connect to Innovate, a $500-million investment that will extend high-speed Internet service to rural and remote communities.

We know that inclusion and diversity mean casting a broad net in our search for talent. We recently announced Canada's global skills strategy as part of our fall economic update. Again, this is something that we heard consistently when we engaged Canadians on the innovation agenda. The number one issue was talent and people, and this is one recommendation that we heard loud and clear. This strategy is a key part of the innovation agenda. It will make it faster and easier for Canadian firms to attract the best and brightest from around the world.

The global talent can drive innovation and help Canadian firms to grow and prosper, leading to more jobs. That's a key element. This initiative will help create more Canadian jobs.

I am excited to be working with my colleague, the Minister of Immigration, Refugees and Citizenship, on this important initiative.

Mr. Chair, I'm also aware that the committee has been engaged in a study of Canada's evolving manufacturing sector. I look forward to receiving your report. I know a lot of hard work and effort has been put into that initiative. We really look forward to the recommendations you will be presenting. I note with interest that the Canadian Manufacturers & Exporters have set the ambitious target of doubling Canada's manufacturing output and value-added exports within 15 years.

The government stands ready to be a meaningful partner to strengthen this foundational sector.

Rest assured that the innovation agenda will address many of the challenges faced by the manufacturing sector in today's global and digital economy. The innovation agenda will make the most of partnerships with universities and colleges to advance research and development. It will enable the commercialization of promising research into new products and services. It will work with industry to make skills and training a priority.

In the year ahead, my officials and I will work with Canadians to finalize and implement the innovation agenda.

We will also act on our commitment to reinforce the independence of Statistics Canada. We have already reinstated the mandatory long-form census, a decision that was received with great enthusiasm by Canadians. The 2016 census results reflect that enthusiasm, with an unprecedented response rate of 97.8%.

We will also continue to work with our regional development agencies to make strategic investments that diversify and strengthen the economies of each part of this great country. As well, we will continue to support key sectors that drive economic growth and innovation.

Mr. Chair, colleagues, I am proud to serve a government that listens to Canadians and responds to their needs.

As a government we embrace a partnership-driven approach to innovation. I think the results we have achieved during our first year point to the effectiveness of this approach.

Merci beaucoup.

Canada Business Corporations Act

[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.

[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.

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

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

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

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

Mr. Speaker, 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.

[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.

[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.

[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.

[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.

[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.

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.

Business of the House

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

Mr. Speaker, this afternoon we will continue second reading debate of Bill C-18, the Rouge National Urban Park legislation. The other bills on the agenda for today and tomorrow will be Bill C-25, the business framework legislation, and Bill C-30 regarding CETA. It is my hope that we can complete second reading debate on all these important bills by tomorrow afternoon if at all possible.

Next week, we will commence debate at report stage and third reading of Bill C-26 concerning the Canada pension plan. We will call this bill on Monday, Tuesday, and Wednesday.

Finally, next Thursday, December 1 shall be the last allotted day for this supply cycle.

Gender Equality Week Act

[Anju Dhillon, Liberal, Parliamentary Secretary for Status of Women]

Mr. Speaker, it is a pleasure to speak today to Bill C-309, An Act to Establish Gender Equality Week. I would like to begin by thanking the member for Mississauga—Lakeshore for introducing Bill C-309, which would designate a gender equality week in Canada.

The bill would recognize aspects of Canadian society where women have not yet achieved equality, promote awareness of these inequalities, and educate Canadians on opportunities to advance these issues. Anything we can do as a society to increase opportunities for women and girls and bring gender parity closer to reality makes sense.

Why is more action needed to advance equality? Consider some of the challenges our country still faces. Women continue to advance in many sectors of the economy, yet a woman working full-time makes 73.5¢ for every dollar a man makes. A record number of 88 women were elected to Parliament in 2015. This represents an increase of only 1% from the last election in 2011, with women now holding 26% of the seats here, but we have much more work to do to achieve gender parity. The more recent statistics from the Canadian Board Diversity Council 2015 report card indicates that women hold 19.5% of board seats at Fortune 500 companies.

These persistent inequalities underscore how difficult it is to make change happen. Therefore, as we prepare to mark next year the 150 years since our nation's founding, we need to stay focused on the fact that the fight for equality is far from over. Designating a gender equality week would serve to remind everyone of this very, very important fact.

Our support for Bill C-309 also underscores the government's commitment to promoting gender equality and building an inclusive and prosperous society. I am proud to say that the Prime Minister is committed to leading by example on this priority. He appointed the first gender-balanced cabinet in the history of Canada and the first-ever minister fully dedicated to gender equality, the Minister of Status of Women.

The Prime Minister's commitment has fuelled the dialogue on equality and feminism across the country and around the world. We are adopting strong measures to promote equality. Gender-based violence continues to be a barrier to women and girls achieving their full potential, and some groups of Canadian women are more at risk.

In order to come up with solutions to the unacceptable level of violence, we launched a national inquiry into missing and murdered indigenous women and girls. The Minister of Status of Women also brought together key stakeholders nationwide to develop a federal strategy addressing gender-based violence.

During the consultations held in Canada last summer, we gathered the views of gender diverse Canadians. Many told personal stories of the violence and discrimination they endure.

Our government is committed to recognizing the rights of gender diverse Canadians and eliminating the barriers that can leave them vulnerable to violence and economic marginalization. We are committed to advancing explicit protections related to gender identity and gender expression within the Canadian Human Rights Act. Gender equality week would also serve to highlight the issues faced by transgender and gender non-conforming Canadians.

Our government also recognizes that increasing women's participation in leadership and decision-making roles is critical to building a healthy and inclusive society. For example, we have put in place a new merit-based, open, and transparent approach to selecting high-quality candidates for some 4,000 governor in council and ministerial appointments to commissions, boards, crown corporations, agencies, and tribunals across the country.

Last October, the Minister of Status of Women announced funding of over $8 million for approximately 45 community organizations to carry out a dozen projects. These projects will foster greater inclusion and increase women's participation and leadership in the democratic and public life of the country.

Last September, our government introduced Bill C-25 to update in various ways the federal framework legislation on corporate governance. The main objective is to better target the representation of women on corporate boards and in senior management by using the comply or explain approach.

In November, as part of the government's plan to advance the middle class, the Minister of Finance stated that budget 2017 and all subsequent budgets will be subject to more rigorous analysis by carrying out and publishing a gender-based analysis of the impact of budget measures. That is a positive step that will result in inclusive budgets for Canada.

To help diminish the gender wage gap, the government is currently developing a framework on early learning and child care, promoting a Canadian poverty reduction strategy, launching the new Canada child benefit, and enhancing the use of gender-based analysis to ensure that any decisions concerning policy, programs, and legislation will advance gender equality.

Here are some further actions we have taken that will support many women in our country.

Budget 2016 announced changes to old age security and an increase in the guaranteed income supplement, a monthly non-taxable benefit for pension recipients who have a low income. We know that low-income seniors are most likely to be women living alone. We have also introduced legislation to enhance the Canada pension plan, which aims to reduce the share of families at risk of not having enough for retirement. It also includes enhancements to disability and survivor benefits. We believe these two actions in particular will improve the situation of Canadian families, help women, and get us closer to gender equality.

We are taking these bold actions for one simple reason: Canadians believe in equality, a fact that I believe is borne out by the debate we are having today on Bill C-309.

In October we celebrated Women's History Month, which includes important commemorative dates such as International Day of the Girl and Persons Day. To ensure that gender equality week is recognized and celebrated, a discussion about when such a week should occur would be beneficial. However, the reality is that we cannot rest as a society until all women and girls have equal opportunities to succeed and reach their full potential.

That is why I am pleased to support the bill before the House today, which would establish gender equality week in Canada.

That is why we are supporting this bill.

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, this afternoon, we will continue our debate at second reading of Bill C-26 on the Canada pension plan.

Tomorrow, we will resume debate on Bill C-16 on gender identity. If time permits, we will also examine Bill C-25, the business framework bill.

On Monday, I will call Bill C-30, the CETA implementation legislation, for consideration at second reading. The bill will be on the agenda for Monday, Tuesday, and Wednesday. It is my hope that this bill will be referred to committee on Wednesday evening.

On Thursday, we will consider second reading of Bill C-23 respecting pre-clearance.

Next Friday, I will call Bill C-18, the Rouge national park legislation, for second reading debate.

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

Mr. Speaker, this afternoon we will continue to debate the Conservative Party motion.

Tomorrow, we will resume debate on Bill C-26, on the Canada pension plan.

Next week, as the hon. member said, we will be working hard in our constituencies and attending Remembrance Day ceremonies on Friday to collectively stand in honour of all who have fallen in the service of Canada.

When we return on Monday, November 14, the House will then have the fifth day of second reading debate on Bill C-26, the CPP enhancement bill. On Tuesday, the House will also have the fifth day of second reading debate on Bill C-29, the second budget implementation bill.

On Wednesday, the House will consider Bill C-16, the gender identity bill, at report stage, and hopefully at third reading. On Thursday, the House will debate Bill C-25, the business framework bill, at second reading.

[Mark Schaan]

Maybe I can speak to that, just from the policy perspective.

Following the “Compete to Win” Red Wilson panel, substantive changes were made to the Competition Act in 2009. Then there's actually a bill currently before the House, Bill C-25, that makes a small amendment to the act to change and clarify the definition of “affiliate”. My shop, in conjunction with our colleagues at the bureau, continue to analyze and assess the continued utility and functioning of the act to ensure that it's meeting its policy objective. Even in the wake of the 2009 substantive changes, where a significant number of the reforms recommended to the act were made, we continued to look at new changes that may need to be made, which resulted in the act that's currently before the House.

Canada Business Corporations Act

[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—

[Patty Hajdu, Liberal, Minister 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.

[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.

[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?

[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.

[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?

[Greg Fergus, Liberal, Parliamentary 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.

[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.

[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.

[Navdeep Bains, Liberal, Minister 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.

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, I have to agree with the opposition House leader. It has been quite delightful to work together, and I hope we can continue the relationship we have created so we can be productive in this place for Canadians.

This afternoon we will continue debate on the Conservative motion. Tomorrow, we will begin second reading of Bill C-26 respecting the Canada pension plan.

We will call the bill on Monday and, hopefully, conclude debate on Tuesday. On Wednesday, we will commence debate on Bill C-25, the business framework legislation. Thursday shall be an allotted day.

Finally, I would like to thank all hon. member for the progress on legislation so far this week.

Status of Women

[Navdeep Bains, Liberal, Minister of Innovation]

Mr. Speaker, I thank my colleague for raising this important issue.

Last week, I was pleased to introduce Bill C-25, which seeks to improve corporate transparency and diversity. It will help increase the number of women on boards of directors and senior management teams.

I invite all members to support this bill.

Canada Business Corporations Act

[Navdeep Bains, Liberal, Minister of Innovation]

moved for leave to introduce 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.

(Motions deemed adopted, bill read the first time and printed)