Industry Committee on March 7th, 2017

[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.

[Mark Schaan, Director General, Marketplace Framework Policy Branch, Strategic Policy Sector, Department of Industry]

I will certainly try.

[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.

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

Yes. I'm here under your instructions and much against my wishes.

[The Chair, Liberal, Dan Ruimy]

I was just welcoming you to the committee.

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

Just to remind you, the committee passed a motion last year that was identical to the one that the Harper cabinet came up with to deny me my rights at report stage and that's why I'm here. The opportunity I have under current procedures would be to put amendments at report stage. That ability has been withdrawn by the individual motions that were passed in every committee.

Thank you, and sorry, Mr. Chair.

[The Chair, Liberal, Dan Ruimy]

Thank you.

Okay. We're going to move on.

We are going to start with clause 1.

(Clauses 1 to 6 inclusive agreed to on division)

[The Chair, Liberal, Dan Ruimy]

We're now going to our first amendment, PV-1.

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]

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]

Mr. Chair, would I be able to anticipate your ruling that this would also be deemed inadmissible?

[The Chair, Liberal, Dan Ruimy]

Yes.

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

Then I would not speak to it at this point.

[The Chair, Liberal, Dan Ruimy]

For the record, PV-2 is inadmissible as it amends a section of the act not amended by the bill.

PV-3 is inadmissible, again, as it amends a section of the act not amended by the bill.

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

Again, the purpose of these three amendments was to improve the bill's efficacy by having higher penalties and sanctions.

[The Chair, Liberal, Dan Ruimy]

We are going to move to NDP-1.

Mr. Masse.

[Brian Masse, NDP, Windsor West, ON]

The bill here doesn't have the proper oversight necessary. It's similar to the Green amendments, which were looking at the penalties for it. The minister does not have the empowerment necessary to carry through, even on things related to the structure of the bill, making sure that we're getting changes in the corporate boardrooms.

This amendment has an exhaustive organizational chart, so that we can track what is happening with regard to the companies that are under review. Some will be very good for best practices. Others will be required to have something that the minister can look at and review to ensure that they are actually going to have the proper changes necessary.

It will also provide some history with regard to the comply or explain model, if we go to that. There will be some history related to reviewing what did the board consist of in 2017 versus 2020 or later on.

[The Chair, Liberal, Dan Ruimy]

Again, this is one that is inadmissible as it amends a section of the act not amended by the bill. It has to be ruled as inadmissible.

We're going to move to NDP-2.

[Brian Masse, NDP, Windsor West, ON]

Thank you, Mr. Chair.

Again, this is similar in the sense that it would provide accountability to the minister. The fines that we have with regard to this are up to $1 million. This, again, gives the minister some empowerment.

Currently, if we're going to go where the government wants to suggest in terms of a five-year review of the bill, by the time you actually have a new Parliament that would be interested in doing that, it would actually take several years, minimum, to actually go through the bill. You would basically have an ineffective position or program related to fines, penalties, or consequences related to the bill that we currently have right now. It would take several years, if the bill was a priority for a new government, to review it again in the current model.

There will be basically a staying of power after this bill is passed. We know that we only really looked at it twice in 40 years. You will have a continued stay of power related to that for another several years. Again, this is to add some fines and penalties to it.

[The Chair, Liberal, Dan Ruimy]

Thank you.

Once again, it is inadmissible as it amends a section of the act not amended by the bill.

[Ben Lobb, Conservative, Huron—Bruce, ON]

Can I have a bit of clarification here? I probably need some education on this.

Is the idea that we're bound to today that we can only amend the parts of the bill that the minister and his department amended?

[The Chair, Liberal, Dan Ruimy]

What's happened is that when this went through the House of Commons only certain portions of the bill were sent for reading. The portions that have been inadmissible are subsection 20(6), which was not part of the original content that was sent for us to study. Therefore, we cannot amend it.

[Ben Lobb, Conservative, Huron—Bruce, ON]

But it's part of the act.

[The Chair, Liberal, Dan Ruimy]

It's not part of what was sent to this committee to study.

We're going to move to NDP-3.

Mr. Masse.

[Brian Masse, NDP, Windsor West, ON]

I'm going to go ahead with that one. I know it's inadmissible.