Industry Committee on Feb. 21st, 2017

[Majid Jowhari, Liberal, Richmond Hill, ON]

Let's talk about other measures that other jurisdictions have used and have either made great progress or are in the process of making great progress on, and that we could use as benchmarks and best practices.

[Clare Beckton]

I don't have that in front of me, but I think that the majority of others have set gender targets, i.e., have you attained 30% or 40%? We will look at what you're doing to get there. Setting those kinds of targets requires a measurement, because if you have no goal then it's very hard to measure. What are you measuring it against? If you say the target is 30% within five years and 40% within 10 years, then you have something to measure it against.

You can look at what the Canadian Board Diversity Council has done as one example. They have representative, proportional kinds of targets, whether you're looking at people who are visible minorities or indigenous, based on population.

I think one of you said you were on the employment equity committee, and employment equity has done that as well. Those are other measures you can put in there that are quite strong.

[Majid Jowhari, Liberal, Richmond Hill, ON]

Thank you. My time is over.

[The Chair, Liberal, Dan Ruimy]

Thank you very much.

Mr. Masse, you have two minutes.

[Brian Masse, NDP, Windsor West, ON]

Thank you, Mr. Chair.

Really quickly, with regard to the diversity issue, we haven't even talked about persons with disabilities. Fifty per cent of the population who are registered and who want to work are not able to find employment. Those are the ones who are registered. It's a serious problem for this country.

With regard to that issue and also with regard to reviews—because I believe those are important when we start looking at mandates—are you aware that, if we went through this, and we walked the other groups through this, for this review right now that's been offered, five years has popped up, but nothing is in the bill right now? As it stands right now, this was presented in the House of Commons and to this committee with no amendment to this review. A five-year review would probably take about seven to eight years at a minimum to actually get back to a parliamentary committee, by the time you factor in elections and all the different anomalies that will take place along the way.

In the past, for newer legislation, I've introduced amendments to legislation that were for two years followed subsequently by five years and so forth. If we didn't review this legislation for another, I guess, seven or eight years, which is the quickest turnaround time for it, would that be a disadvantage for Canada, for our business community, and for our international obligations?

I'll ask both Ms. Beckton and Ms. Woodside to comment on that.

[Claire Woodside]

Publish What You Pay globally focuses a lot on corporate behaviour, corporate governance, specifically focused on the extractive sector. One thing we've seen change is that there has been so much pressure on corporate cultures to shift. There's pressure for transparency, there's pressure for openness, and there's pressure for diversity.

With that in mind, I see the benefit of a shorter review time so that Canada can ensure that Parliament is engaged in setting priorities for what we want Canada's business culture to be. That isn't totally encompassed within the CBCA, but the CBCA sets the tone. It sets a tone for the provinces. It sets a tone for those federally registered companies but also within Canada and for where Canada stands internationally. I see the benefit of a shorter review time, but also the benefit of a mandatory review time so that we ensure we regularly have these discussions about the act.

[Brian Masse, NDP, Windsor West, ON]

For the record—

[The Chair, Liberal, Dan Ruimy]

Thank you.

[Clare Beckton]

I would just say that you don't need to wait five years to do your analysis. You should be doing it on an annual basis since some of the things you've set out, like gender and diversity, you would want to look at on an annual basis. You don't necessarily have to review the entire legislation, but look at some of the key elements you want to achieve. You can set a target where you absolutely must, but that shouldn't stop you from bringing back, on an annual basis, some of the areas where you have set targets and said, “These are things we really want to achieve.” I would do that.

[The Chair, Liberal, Dan Ruimy]

Thank you.

We're done this round. We're going to have three more rounds of five minutes each and then we'll call it a day for our witnesses.

Mr. Baylis, you have five minutes.

[Frank Baylis, Liberal, Pierrefonds—Dollard, QC]

Thank you.

I'd like to drill down a bit on the transparency issue. I understand that the United Kingdom is the only country right now that has published this data. Is that correct?

[Claire Woodside]

Yes.

[Frank Baylis, Liberal, Pierrefonds—Dollard, QC]

They have collected it and published it for both public and private companies.

[Claire Woodside]

These data are already available in Canada for public companies through the CCDI. It is for non-distributing companies. It is also being collected in countries that are implementing the extractive industries transparency initiative. That's still in the process of implementation, for the resource extraction sector, more globally.

[Frank Baylis, Liberal, Pierrefonds—Dollard, QC]

In the Canadian distributing...we'll call them “public companies”, you say this is available. What if those shares are owned by a private company? It's available, but the beneficial shareholder is not necessarily available. Am I correct there or not?

[Mora Johnson]

There are different rules in the Canada Business Corporations Act for distributing and non-distributing corporations. There are also provincial securities roles that Claire was alluding to. Right now in Ontario, for example, anyone owning over 10% of voting shares is considered an insider under insider trading rules. That's a beneficial ownership. With that information, anything over 10% is disclosed.

The other thing is that under the CBCA, any person can get access to the registered shareholder list of a distributing that is a public company in the CBCA. That means any person, subject to the conditions and so on.

[Frank Baylis, Liberal, Pierrefonds—Dollard, QC]

Those conditions are fairly narrow, if I was correct. Are they broad enough that anybody, even your real estate agent, could access them?

[Mora Johnson]

It is a process under section 21 of the CBCA. It's a process whereby a person can go to a company—so it's not collected by government—and pay a reasonable fee, swear an affidavit. There are conditions on uses. The uses have to be related to the corporation.

[Frank Baylis, Liberal, Pierrefonds—Dollard, QC]

There is limited and—

[Mora Johnson]

There are some limitations, yes. For example, courts have looked at this provision and found that an inappropriate use would be using the information to target wealthy people to sell things to. For example, there's—

[Frank Baylis, Liberal, Pierrefonds—Dollard, QC]

The courts have tried to balance a public-private aspect of it. If we were to publish that completely, make it completely public—and I understand it helps with respect to fighting crime—would it not expose those wealthy individuals to that type of harassment or lack of privacy?

[Mora Johnson]

When you look at privacy, there are statutes and principles that regulate it. The basic principle is that neither government nor corporations can release personal information unless that person consents or unless it's authorized by statute.

There are many cases where such information is available. That includes the CBCA. Any person—and people do this—can obtain this, and there's a lot of personal information available, including the number of shares.

[Frank Baylis, Liberal, Pierrefonds—Dollard, QC]

Other jurisdictions you've mentioned in your brief are looking. They haven't done anything yet, but you mentioned France, Norway, United States, Australia. Can you speak to what they are looking at right now, what actions they have or don't have as public registry? What are they doing?

[Claire Woodside]

The EU has passed, and is now implementing, the fourth money laundering directive, which will require the centralized collection of information. I believe it has provisions for publication. There are jurisdictions that have looked at that. If you go on the U.K.'s beneficial ownership registry and you look up a person, you can see their date of birth, their name, their address are blacked out—

[Frank Baylis, Liberal, Pierrefonds—Dollard, QC]

I know about the U.K., but you'd mentioned other countries like France, Norway, and Australia. Do you have anything about what they're doing?