Madam Speaker, I have a few comments with regard to Bill C-4.
Prior to becoming a member of Parliament, I, as a chartered accountant, had the opportunity to have a number of not-for-profit organizations as clients. As well, in my work in one of the corporate employs that I had in my early career, I was actually involved in the work which introduced the Canada Business Corporations Act and moved it from the Canada Corporations Act and all the continuance provisions.
I am sure all members will look at the bill and wonder how they will put their minds around the document. I took the opportunity to look at the details. I suspect that if I were to cross out everything that was boilerplate, mirroring the rules, the provisions and the features of the bill that are required under the Canada Business Corporations Act for for-profit corporations, the bill would be about quarter of the size that it is.
The bill also contains a number of interesting provisions, and one in which I will take specific interest and hope to be involved in at committee stage is with regard to regulations. I will comment on that in a brief moment.
For the record, I would like to indicate that I will be supporting the bill, as I would most bills in the nature of building on an existing foundation of corporate governance, whether it be share capital or non-share capital, profit or not-for-profit.
This is a very important bill that we move forward to committee. I very much doubt that the members themselves at this point will be able to speak in very much detail to the risks, the rewards, the benefits or the pitfalls that may exist in the bill without hearing from the experts and the stakeholders in all sectors across the governance model.
However, it is at second reading where all hon. members get an opportunity to raise specific issues or maybe to recommend to the committee that these are areas of interest or of concern. I hope the committee will bring forward the appropriate witnesses so that the questions or the issues can be elaborated on, not only by the government and by departmental officials, but also have the higher level interventions of experts and representatives across the governance spectre to ensure t there are no hidden or unintended consequences.
That is always the problem when we get bills which are substantively omnibus bills to the extend that they do have consequential amendments to a large number of other existing legislation in Canada.
If we were to take all of the bills that this particular bill touches, we would probably have a very large pile of reading to do, because some of the changes that occur in here cannot be understood in terms of the amendment being proposed in the bill to another bill. That amendment needs to be read in the context of the bill which it is amending. We need to know, if this is plugged in to some other piece legislation, whether it make sense.
These are the kinds of things we rely on: the departmental officials to give us the assurance. We have the responsibility for the legislation but we second that responsibility to a great extent in bills like this to the departmental officials and to the experts. We also seek the input of other witnesses, which helps us to discharge that responsibility for the legislation without being the experts ourselves.
We cannot be experts in all things but we can ask reasonable, fair questions so it can be explained to us. In some cases I like to ask the experts in committee to explain it to me so that my grandmother would understand. I want the explanation in plain and simple language because, if our legislation is not in plain and simple language, when people involved in a broad range of not-for-profit organizations see this, their first reaction will be to wonder whether they will be swamped with more paperwork from government requirements. They will want to know whether it will be cost-effective, whether they will need to hire lawyers to help guide them through the pitfalls in which they may find themselves, whether their organization will be put at risk if they have to come under the rules, whether it will affect the way they do business, and whether they will be subject to other exposures to risk from other stakeholders without knowing who they are.
All hon. members have a wealth of opportunity to maybe find a little nugget within legislation such as this to consult with not-for-profit organizations in their own community, to ask whether they are even aware of this or if they have an advocacy group on behalf of all the groups across the country in the same or similar businesses that will be there, and to encourage them to come out to the committee or to have representation at the committee, and to let them know that it will not be at no cost to them. For us to do a good job and for us to have them there, we pay the cost to bring them here to ensure they have an opportunity to express the views, concerns or even the questions of these various groups and organizations.
My intervention is maybe an invitation to all hon. members to not be reluctant to open this document and to determine whether there is a nugget in which they can champion or encourage groups and organizations with which they are familiar or with which they have had some undertakings.
One of the areas I will be looking is the responsibilities of directors and officers. This is an important aspect of governance life in Canada. The corporate sector at large has had a lot of difficulty with conflicts of interest, fraud, embezzlement and the benefits to people as a consequence of their role in an organization.
Bill C-4 also addresses the whole area of directors and officers. I think all hon. members would agree that the accountability, the transparency and the openness are important aspects. Part 9 of the bill outlines the duty for directors and officers to manage and supervise management . It addresses the number of directors needed. Sometimes there are closed shops and sometimes there are too many and the work does not get done. The qualifications are extremely important, and members may want to look at that.
For directors in the not-for-profits, there are guidelines and things for notice to directors ceasing to hold office, removal of directors, statements of directors, how to fill a vacancy, changing the number, et cetera. The list is very long. The bill addresses those kinds of issues. It would give organizations the opportunity to realize the extent to which they have a responsibility. Each organization under this governance model would provide, if they follow and comply with the legislation, a comfort level to all Canadians from the standpoint of being able to understand that the organization has rules to follow, that they can trust the organization to follow the rules and that there is a compliance mechanism in place to ensure that happens.
The other aspect is bylaws and members. In my role as a member and currently the chair of the Standing Committee on Access to Information, Privacy and Ethics, it does cover the bylaws and members. It basically deals with information about who the members are, what their involvement is and a variety of other things. This is a very important aspect. I am very interested in this from the standpoint of potential privacy issues, potential cyber crime, identity theft, et cetera.
Finally, I simply want to make a comment with regard to the regulations. There is a section in the bill on regulations which has to do with the coming into force of the legislation. It comes after the very last part of the bill.
Members probably know that a bill will either say it comes into force upon receiving royal assent or it will say that it comes into force on the date designated by order in council. Usually when a bill requires regulations it will state on a date specified by order in council.
After we have dealt with a bill in the House of Commons at second reading, it goes to committee where committee members hear from experts and witnesses and departmental officials. The bill may be amended there. After the bill is voted on in committee, it comes back to the House for report stage where more amendments may be proposed by members who were not involved in the process at the committee stage. A vote is then held at that stage. A debate is held at third reading and another vote takes place. The bill will go to the Senate where it will go through virtually the same process.
One thing that is not done in the entire process of reviewing a piece of legislation like this bill is that we do not see the regulations. We do not see the regulations when we have to vote to make the bill law. The regulations are the details necessary to supplement or amplify the intent of the bill. Every regulation must be enabled, authorized, in the bill itself.
Members will find that in this legislation there are a substantial number of regulations required which may take six months or a year to be implemented. I know of a bill where three years after its passage, the regulations still have not been fully implemented. The bill as we passed it in this place is not fully functional.
In the past I was chair of the joint Senate and Commons committee on the scrutiny of regulations, but I continue to be a member of that committee in this current Parliament.
I want to follow this particular bill. Even though the bill provides a whole section on definitions to guide the understanding of the bill, one of the requirements is that the governor in council define terms used in the bill which have not been defined in the bill. If something is in the bill and it might require a definition, I do not understand why the definition would not be put in the bill and then the regulation would not be needed.
I want to particularly follow that one because it is the first time I have ever seen it. I want to understand why it is that someone thinks something has to be defined in the regulations so that the bill is clear. When we already anticipate today that it may be a problem, why not just put it in the bill? I look through some of these things as a member of Parliament.
As I indicated, I will be supporting the bill. However, I need more answers as a legislator before I can enthusiastically endorse every aspect of it. Quite frankly, it is going to take some time before I become fully conversant in all of the nuances of the bill because there are many other pieces of legislation that I would have to ask the Library of Parliament to get for me so that I could look at this in context.
This is a situation which I would characterize as a mission impossible for members of Parliament by themselves and even by their caucuses. They need the experts and the officials. We need to make sure that they know that we are interested in having these matters explained to us, the raison d'être as it were, so that we can do a good job as parliamentarians.