Industry Committee on March 9th, 2017

[Brian Masse, NDP, Windsor West, ON]

No—well there's one that I originally made. I don't think it's going to get support, but we can vote on that.

[The Chair, Liberal, Dan Ruimy]

Do you mean going back to “mental and physical”?

[Brian Masse, NDP, Windsor West, ON]

Yes.

[The Chair, Liberal, Dan Ruimy]

Okay, we're going to vote on the subamendment where we will put in front that the proposed subamendment is “mental or physical” in front of “disability status”.

Are you going to ask for a recorded vote?

[Brian Masse, NDP, Windsor West, ON]

Yes.

(Subamendment negatived: nays 5; yeas 3)

[The Chair, Liberal, Dan Ruimy]

Back to the main amendment, I am not seeing any debate on that.

Mr. Masse.

[Brian Masse, NDP, Windsor West, ON]

I have debate.

I want to highlight that the official language component that was proposed here wasn't included. I think that was a very thoughtful amendment, because now we're going through different models. I'd just point that out. It's good to remind ourselves. On this committee, we had Liberals who didn't want interpreters to travel with us. This is an important reminder that official languages are extremely important. They're consistent not only with what we do in the House of Commons, but also with the public. As we vote on the main motion, this is something we can have that's a little different and hasn't been noted here today.

I'll leave it at that, thank you, Mr. Chair.

[The Chair, Liberal, Dan Ruimy]

As I see no further debate, we will have a recorded vote on the main motion.

(Amendment negatived: nays 5; yeas 3 [See Minutes of Proceedings])

We're going to move to amendment NDP-14.

Mr. Masse, that's yours.

[Brian Masse, NDP, Windsor West, ON]

Thank you, Mr. Chair.

I'm trying to provide some type of accountability in this measure of the bill. We're giving shareholders more information. Saying “at every annual meeting” is a big part of it, as well as proposed paragraph 172.1(1.1)( b), which reads:

if the corporation has not adopted a policy on diversity, the reasons for not doing so, and

This gets back to diversity.

I'll start at the beginning, in terms of switching gears here, because it is connected. Proposed subsection 172.1(1.1) reads:

The directors of a prescribed corporation shall place before the shareholders, at every meeting,

So they'll place the document in front of them at every annual meeting. It doesn't become something different from that. The amendment goes on to say:

if the corporation has adopted a written policy on diversity other than gender among the directors and among the members of senior management, a summary of its objectives and key provisions;

If they don't provide a diversity thing, then they're basically out of it. In this one, the information has to be readily there for the shareholders, which I think they would kindly support. As we've seen from evidence presented here, many corporations do not represent anywhere near the diversity of their shareholders. That's very important, because they will be there at the meeting if they so choose, and they'll be voting if they want.

Proposed paragraph 172.1(1.1)(b) reads:

if the corporation has not adopted a policy on diversity, the reasons for not doing so; and

This is in the notion of comply or explain to the minister, but it's also explaining to its membership. We could hear a whole variety of reasons, and for the most part, unfortunately, the minister doesn't want to hear those reasons and have effective response to them. They could be excuses or legitimate reasons, but they'll have to provide them.

So if there's no board turnover.... That's one of the reasons I argued earlier about the amendment with regard to six-year terms and then a break, or at least a day's break, that would follow the next thing. Because they'll say that if the rules say there are limits, or whatever it can be, then they can at least say they've had no turnovers in the board positions. Or if there are board vacancies that are left unfilled, they can give the reasons. They might want to explain that. If they're not meeting any diversity targets, they can say, “We have vacancies, and the reason we're not having the vacancy filled is that it will be done in three months from now. That's when we're posting an advertisement. It just recently happened.” At least people will have the information. It can be explained to them, so it won't be seen as a conspiracy or something else. It might be a legitimate reason, or it could be a position of the board that's unfilled.

They could also have another reason—which could be interesting for sociological research and also improvement—which is that there are no qualified candidates. We see that as an excuse against women all the time, that there are no qualified candidates; 50% of the population is excluded. I hear this often with persons with disabilities as well. When we have such a high unemployment rate, it's the perception, not the actual skill level of the individual that is the case. I would like to see that included.

Lastly is proposed paragraph 172.1(1.1)(c):

information, if any, regarding the last audit undertaken by the corporation with respect to diversity.

Again, it will present something they can actually measure. Measurables are important. It's one of the things that I've argued for in regard to the Canada-U.S. border, for example, that the industries start measuring these new practices with regard to the implementation of border programs, to find out whether, with goods and services, there are actually quicker and better response times, versus those of when a program is introduced, and to measure that over the years. Sometimes we have these programs, starting with the Manley-Ridge accord, where there are no measurables. This will provide an historical measure for it.

That's it, in summary. I don't think this is too inconvenient for corporations to do, and I think it brings in line some of the testimony received by witnesses. Otherwise, we probably won't have anything related to that.

[The Chair, Liberal, Dan Ruimy]

Thank you.

Mr. Dreeshen.

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

Thank you.

Brian talked about representation of shareholders and whether a board actually reflects its shareholders. The first thing that came to my mind is, when we're talking about diversity, are we speaking about a reflection of the shareholders or are we speaking about a reflection of the general public? I haven't seen that in any of the discussion, and I never really thought about it until you mentioned what you just mentioned. If your shareholders are everybody from Alberta, let's say, do you need—and I'll just keep it geographical—to have people from other parts of the country? You understand where I'm going with that.

I don't think we've talked about whether you're representing shareholders or whether you are out there representing the general public. That leads you into an entirely different discussion. I think corporations should have the flexibility to think about that when we look at it. I think it's there. I think it's part of the “explain” portion of it. I leave it at that. Of course the discussion about Bombardier and the things it had said it was going to do makes it easier. There are example out there for corporations to have that flexibility. I'm wondering, since it is your amendment, whether you have any views on that or what you think might go further.

[The Chair, Liberal, Dan Ruimy]

Mr. Masse.

[Brian Masse, NDP, Windsor West, ON]

Thank you, Mr. Chair.

Thanks for the question. I didn't define it as clearly as I probably should have.

Say, for example, you have some boards...and I'm looking at the greater Toronto area, for example, in which 32% of the boards don't have any women on them. Despite being 50% of the population, if they're shareholders or they're participants, they're not represented there. My point was that the company would then have to address that to some degree. It doesn't mean anything changes in that relationship; it just shows an example. It's just like, for example, in Montreal, where visible minorities make up 20% of the population but they represent only 2% of boards and senior management.

My point is that the company would be up there not looking like the shareholders. This would actually then at least provide some explanation, and it could be good for the companies to give the reasons why. It could actually lead to some positive things. For example, we saw some of the gender role model examples that were provided here at committee about mentorship and so forth. They brought in these programs. It might lead to that, but nothing is forced on them. It's just basically that if you look at Montreal, for example, with how diverse that community is and only 2% are in leadership roles, that's just screaming for its own separate legislation, really.

That's the intent. There won't be anything forced upon...but I think it would just highlight a little more the explanation process. I think that's probably where you get some of those gender programs specifically for women to get going in the mentorship models. That wouldn't even take legislation, because there is this obvious distinct difference between the two.

Hopefully that clarifies it.

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

I have just a quick comment. I'm trying to think of some umbrella company that would be there for women entrepreneurs or something of that description. If you took a look at the board, somebody would say it needed to have at least need 30% men on it. I guess that technically is the way in which that would go. I just point that out as a bit of a nuance that's there.

[The Chair, Liberal, Dan Ruimy]

Thank you.

Seeing no further debate, we will vote on amendment NDP-14.

[Brian Masse, NDP, Windsor West, ON]

Could we have a recorded vote?

(Amendment negatived: nays 5; yeas 4)

(Clause 24 agreed to on division)

[The Chair, Liberal, Dan Ruimy]

We are now moving to new clause 24.1, and amendment CPC-2.

Mr. Dreeshen.

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

Thank you, Mr. Chair.

In this particular amendment, what we are looking for is an opportunity to insert a time frame into this, and I don't believe that has taken place before. Basically we want to make sure that, as it says, within three years after the day it comes into force and every five years after that, a committee of the Senate and of the House of Commons undertake a comprehensive review of the section. The intent of this...and again there is discussion about how long it is going to be before we take a look at it. We just wanted to make sure that it was presented in part of the legislation, because that's the only way in which we as the House of Commons are going to have an opportunity to express our views and to see just what has taken place.

I'll leave it at that.

[The Chair, Liberal, Dan Ruimy]

Thank you.

Mr. Masse.

[Brian Masse, NDP, Windsor West, ON]

Yes, this is an important amendment that's quite critical for a number of reasons, but it will take years for this bill to get reviewed. I have a two-year review, which has actually been supported before by past Liberal governments in terms of updating modern legislation that would become more of the routine, actually, and the standard. Some of them have passed relatively quickly through the House of Commons without anything.

This motion here that the Conservatives are proposing is a little different from mine, but it's quite similar. There is a difference and it deals with the fact that this bill has only been reviewed twice in 40 years. I liken it to a tumbleweed that's just basically been going across the plains gathering more and more dust, whereas this change right here will distinctly identify, during a time when we've looked at corporate fraud and we've looked at issues of shareholder rights and we've looked at issues of representations on the boards by women, visible minorities, and persons with disabilities, as being important features to actually be dealt with.

The problem that we face here is that right now if we pass this bill, maybe this week or next week, we are getting into a longer period of time that it then has to go through. Let's assume that perhaps we get this passed in March, because we have two break weeks coming up, I think. Is that correct?

[The Chair, Liberal, Dan Ruimy]

Yes. We have a break week next week, and then we have a couple of more break weeks.

[Brian Masse, NDP, Windsor West, ON]

This is my own thought. Do we have witnesses booked for further legislation? I think we have another bill from the minister—

[The Chair, Liberal, Dan Ruimy]

It's Bill C-36.

[Brian Masse, NDP, Windsor West, ON]

How many days have we scheduled for this bill here?

[The Chair, Liberal, Dan Ruimy]

We actually scheduled two days for this bill.