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February 7th, 2017Committee meeting

Mark Schaan

Industry committee  I'll just add that when we looked at the possible amendments to the various structures, your first question on the diversity of firms and types that are covered by the three acts in question was not lost on us. Of those 270,000 firms, as my colleague points out, the vast majority

February 7th, 2017Committee meeting

Mark Schaan

Industry committee  Corporate governance will still follow the normal traditional call for meetings. For instance, in the appointment of directors, the number of people standing for election wouldn't change. They'll have to be in the proxy circular circulated by management to all shareholders, and p

February 7th, 2017Committee meeting

Mark Schaan

Industry committee  Thank you for the question. In 2014, we did consult, using a document that posed a wide array of corporate governance issues within the Canada Business Corporations Act on a whole series of elements. In fact, we received over 88 responses, all of which are publicly available on

February 7th, 2017Committee meeting

Mark Schaan

Industry committee  The changes called for here today do take a look at the ease of doing business within the corporate statute and try to facilitate an appropriate mechanism by which corporations can go about their business and govern themselves accordingly. There are a couple of zones here where

February 7th, 2017Committee meeting

Mark Schaan

Industry committee  That's right. There are no specific provisions on the Boards of Trade Act in this act. It is an act that does regulate boards of trade. I would argue there haven't been a lot of incorporations under the Boards of Trade Act for quite some time. Most of them are already in existe

February 7th, 2017Committee meeting

Mark Schaan

Industry committee  As colleagues around the table have indicated, there's a whole diversity of corporations that are covered by our act, the Canada Business Corporations Act. Distributing corporations come in a whole series of forms. What this bill does is facilitate a conversation between shareh

February 7th, 2017Committee meeting

Mark Schaan

Industry committee  Split-share structures and voting versus non-voting were consulted about in the 2014 consultations on the CBCA, and there was no consensus. There is an ongoing debate in the corporate governance community about class A and class B, voting and non-voting shares.

February 7th, 2017Committee meeting

Mark Schaan

Industry committee  If they're distributing corporations under the CBCA—you'll excuse me if I don't know, for those two specific examples, whether they're under the CBCA or they're provincial or both—then they will be required to meet diversity requirements. They will be required to put forward indi

February 7th, 2017Committee meeting

Mark Schaan

Industry committee  The standard applied for any director election under the CBCA under these provisions would be that individual directors would be subject to election by all voting shareholders. Shareholders would have the capacity to be able to vote yea or nay on each director. If a director does

February 7th, 2017Committee meeting

Mark Schaan

Industry committee  In the case of the Canada Business Corporations Act, this act is actually quite explicit in terms of what happens in the case of a failed election. A failed candidate is not able to be appointed by directors of the corporation except in extremely rare circumstances.

February 7th, 2017Committee meeting

Mark Schaan

Industry committee  The number you're quoting is the number under current securities rules, not under the CBCA. These are new provisions that would require a majority voting. In the current rules of the CBCA, the board of a CBCA corporation is elected for a three-year term and as a slate. This bill

February 7th, 2017Committee meeting

Mark Schaan

Industry committee  With respect to the obligations of directors, the law remains as is. The changes are to the elections process.

February 7th, 2017Committee meeting

Mark Schaan

Industry committee  With respect to multinationals, if you're registered in Canada under the Canada Business Corporations Act, you're subject to the rules of the Canada Business Corporations Act with respect to your annual meeting of your corporation in Canada.

February 7th, 2017Committee meeting

Mark Schaan

Industry committee  The corporations in Canada have a number of choices, and there are a couple of distinctions. One is that they can choose to incorporate provincially or federally, because the commercial power is split between the provinces and the national government. Moreover, there is then, i

February 7th, 2017Committee meeting

Mark Schaan