Evidence of meeting #47 for Industry, Science and Technology in the 42nd Parliament, 1st Session. (The original version is on Parliament’s site, as are the minutes.) The winning word was board.

A recording is available from Parliament.

On the agenda

MPs speaking

Also speaking

Matthew Fortier  Vice-President, Policy, Institute of Corporate Directors
Tanya van Biesen  Executive Director, Catalyst Canada Inc.
Aaron Dhir  Associate Professor, Osgoode Hall Law School, York University
Stephen Erlichman  Executive Director, Canadian Coalition for Good Governance
Catherine McCall  Director of Policy Development, Canadian Coalition for Good Governance

10:10 a.m.

Liberal

The Chair Liberal Dan Ruimy

Thank you very much. It was well worth the five seconds.

We're going to move to Mr. Sheehan.

You have five minutes, please.

10:10 a.m.

Liberal

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?

10:10 a.m.

Executive Director, Catalyst Canada Inc.

Tanya van Biesen

I'm happy to start with that.

Actually, we do a fair bit of work around millennials, so I think as young Canadians become more familiar with Bill C-25, whether through studies at university or what have you, it familiarizes them with what a board is, what senior management is, and why that is even important. We are seeing a great appetite from university students to talk about inclusion, and as those kids are graduating and coming into companies, they're asking about what the complexion of the company looks like, what the leadership looks like, and what importance companies place on diversity and inclusion.

I think this is yet another leadership step on behalf of Canada to demonstrate to our youth that there is opportunity for everybody in the economy, not just a certain model.

10:10 a.m.

Vice-President, Policy, Institute of Corporate Directors

Matthew Fortier

If I could jump in on that as well, I completely agree. One of the things that we have to recognize is that young professionals are probably more likely working in the high-tech sector, developing an app working in a garage somewhere, and they're going to be billionaires one day, hopefully. The corporate governance model that applies to traditional industries may or may not be completely applicable to new industries, so we have to think things through.

To the point made earlier around statutory review, I don't think I added my voice. We review the Bank Act every five years. Certainly we could review the overarching statute governing our corporations. I think within that, we have to have a look at how things are moving through the economy. What is the priority for 25-year-olds now, and how do they want to govern their companies?

10:10 a.m.

Liberal

Terry Sheehan Liberal Sault Ste. Marie, ON

Anyone in TV land...? Does anyone else want to contribute online?

10:10 a.m.

Prof. Aaron Dhir

You absolutely hit the nail right on the head.

I will note that there's probably an intersectional aspect to this as well, in the sense that when you look at countries—for example, Norway, which now has the highest percentage of gender diversity on boards—the boards tend to, from a demographics' perspective, get younger as well, because most of the qualified female candidates who are coming on board tend to be younger than the existing male directors. There is a sort of confluence of these two elements as well.

10:10 a.m.

Executive Director, Canadian Coalition for Good Governance

Stephen Erlichman

At CCGG, we've advocated for many, many years the use of what's called a board skills matrix. It's not just skills, though. It deals with what the requirements are for a board and what experiences are necessary on a board. That includes age, among other things. When we talk to independent directors at 45 or 50 meetings every year, in private meetings, about who's on their board and whether they have the right people on their board in terms of diversity of all different types, that includes age. Whether that's going to happen in Canada, I don't know, but that is something that we bring forward and ask about.

10:15 a.m.

Liberal

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.

10:15 a.m.

Vice-President, Policy, Institute of Corporate Directors

Matthew Fortier

What I would say is that it somewhat duplicates what's actually happening in the market. I understand the argument for legislating this and applying it to all public companies. It's certainly not lost on us and is certainly something that we should discuss further, but I don't think it should be lost in the discussion that this is already happening. We have majority voting. We don't have slate voting anymore in non-venture companies. I'm sure CCGG has numbers in terms of slate voting on venture companies.

I just think a fulsome discussion has to be had around the differences in our capital markets, and what is good for one company or one sector is not necessarily right for the other sector.

10:15 a.m.

Liberal

Terry Sheehan Liberal Sault Ste. Marie, ON

That's very good.

Again, I want to thank everyone for their very informative views.

10:15 a.m.

Liberal

The Chair Liberal Dan Ruimy

Thank you very much.

We are going to move to Mr. Masse.

You have the final two minutes.

10:15 a.m.

NDP

Brian Masse NDP Windsor West, ON

Thank you, Mr. Chair.

I want start by noting that the minister has proposed this legislation with no review. Let's be clear on that. I raised this in the House of Commons. He commented on it in his testimony, but there has been no amendment. There is no official proposal in any capacity or a suggestion at this point.

Most legislation that's renewed is often done with a two- to three-year review. I've had many amendments passed by both Conservatives and Liberals on this. It's rather shocking that we don't even have that as part of the tabled legislation, given that this legislation was extremely similar to that of the Conservative legislation prior to it. We've had over a year and a half here.

For those who see this as government intervention, in my nearly 20 years of elected office, I have never had a meeting with a company that didn't ask me about a subsidy they wanted, a tax cut, or some type of state intervention on policy or trade that changed the market forces for themselves. That has been the regular meeting process that they take. The fact that the government now wants to introduce a notion that market forces will not amend to, that should be our responsibility and duty to citizens.

I want to allow the last word to Ms. van Biesen, but I noted the work of the CCGG with great interest and the suggestions you've made for legislation and your responsible comment about Canada as a laggard. I think that's important to note. That's the truth.

Ms. van Biesen, what would you see as a priority for this legislation at the end of the day? There are many, but what would be the top one?

10:15 a.m.

Executive Director, Catalyst Canada Inc.

Tanya van Biesen

My interest clearly is on promoting diversity at the senior management and board levels. Again, as I said earlier, my lead foot is gender but I support a broad definition of diversity.

10:15 a.m.

NDP

Brian Masse NDP Windsor West, ON

Thank you.

10:15 a.m.

Liberal

The Chair Liberal Dan Ruimy

Thank you very much, everybody.

That's all the time we have for questions. We've had very thought-provoking, engaging presentations, questions, and answers. You've given us lots to think about.

We are going to suspend for two minutes, and then we'll go in camera for committee business.

Thank you very much.

[Proceedings continue in camera]