Mr. Speaker, I rise today to speak to Bill S-11, an act to amend the Canada Business Corporations Act and the Canada Cooperatives Act.
As the main federal law governing corporations in Canada, the Canada Business Corporations Act, or CBCA, sets out the legal and regulatory framework for more than 155,000 federally incorporated businesses. The Canadian Alliance supports the bill, which would amend the CBCA for the first time since 1975. That is quite a period of time.
Several changes are necessary, in our view. It is a real understatement to say that business has changed fundamentally since the mid-1970s. It is high time the Canada Business Corporations Act reflected the transformation to the global economy.
The previous act to amend the CBCA was tabled in the Senate during the last session of parliament as Bill S-19. The bill never made it out of the Senate. It died on the order paper when the federal election was called. The Senate committee nonetheless heard from over 30 witnesses between April and the end of June 2000. People from the Canadian Bar Association, the Canadian Co-operative Association and the taskforce on the churches and corporate responsibility were among those who testified at the Senate committee.
Bill S-11 is substantially the same as Bill S-19 but it reflects and incorporates the recommendations that came forward from the hearings. It deals with the concerns identified by the people who came forward as witnesses.
The amendments seek to modernize the Canada Business Corporations Act in four areas: first, by recognizing the global nature of the marketplace; second, by clarifying the responsibilities of corporate directors and officers; third, by reducing federal-provincial duplication; and fourth, by expanding shareholder rights.
Bill S-11 would reduce residency requirements for board members to 25% and eliminate the requirement entirely for board committees. The change is long overdue and would help Canadian companies compete as global players.
That is where we are these days. There is more investment outside Canada by Canadians than there is direct foreign investment in Canada. We have seen a sea change in what is happening in terms of investment in the last few years. Canadians are reaching out and servicing the marketplace around the world.
However, it is regrettable but characteristic of the government across the way that certain sacred cow sectors would be exempt from the residency requirement reduction. We question the rationale regarding the book publishing industry, telecommunications and transportation. Under Bill S-11 Petro-Canada would not be permitted the flexibility to appoint directors based on their qualifications but would do so based on where they live.
Another welcome change is an amendment that would allow Canadian federally incorporated companies to compete with foreign multinationals while expanding globally. Bill S-11 would do this by authorizing foreign subsidiaries of Canadian corporations to acquire shares in their parent corporations under limited and clearly defined circumstances such as acquiring or merging with foreign companies and corporations.
Bill S-11 would replace the good faith reliance defence for directors with a due diligence one which would allow corporations to pay for defence and investigation costs, thus encouraging directors to take more appropriate risks. Bill S-11 would also clarify responsibility for corporate officers and directors by replacing the current joint and several liability regime with one of modified proportionate liability.
However, joint and several liability would continue to apply in cases of fraud and to designated categories of plaintiffs such as the crown, charitable organizations, unsecured creditors and small investors.
Bill S-11 also spells out in law that under a unanimous shareholders' agreement the directors' liabilities and defences are transferred to the shareholders.
Bill S-11 seeks to end the costly and time consuming administrative and legal burdens on federally incorporated businesses by eliminating conflicts and overlaps between federal and provincial statutes and regulations. We applaud that. For example, the CBCA's provisions for takeover bids would be repealed to allow the comprehensive provincial codes for takeover bid regulations to prevail. Bill S-11 would also repeal the federal duplication on provincial insider trading requirements while increasing the maximum fine for insider trading from the current $5,000 to $1 million.
Bill S-11 would allow for greater participation by small shareholders in corporate decision making. It would do so by relaxing the rules under which shareholders communicate among themselves and would allow proxy solicitation through public broadcast or newspaper advertisements instead of by direct mailings.
The amendments would encourage corporations to employ new technologies. The technologies are not so new now, but in a 25 year timeframe they do seem new. These include e-mail when communicating with shareholders and conducting regular shareholders meetings. Bill S-11 is trying to bring Canada up to speed with what has been happening in the massive changes in communications in the last 25 years.
The legislation would also liberalize mechanisms for individual shareholders to submit proposals and aims to restrain management ability to block or refuse proposals from being considered.
The Canadian Alliance believes that Bill S-11 reflects the transformation of business since 1975 with respect to the global marketplace, the electronic revolution and the rise of shareholders' rights, as well as the necessity for reducing federal and provincial redundancies. Because of the four changes I have mentioned, we believe that this would bring us into the modern era in terms of the regulations surrounding the Canada Business Corporations Act. The Canadian Alliance is happy to support the passage of the bill.