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Minutes of Proceedings

42nd Parliament, 1st Session
Meeting No. 50
Tuesday, March 7, 2017, 8:45 a.m. to 10:45 a.m.
Presiding
Dan Ruimy, Chair (Liberal)

• Elizabeth May (Green Party)
• Kate Young (Liberal)
House of Commons
• Philippe Méla, Legislative Clerk
 
Library of Parliament
• André Léonard, Analyst
• Francis Lord, Analyst
Department of Industry
• Mark Schaan, Director General, Marketplace Framework Policy Branch, Strategy and Innovation Policy Sector
• Coleen Kirby, Manager, Policy Section, Corporations Canada
Pursuant to the Order of Reference of Friday, December 9, 2016, the Committee resumed consideration of 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.

The Committee commenced its clause-by-clause study of the Bill.

The Chair called Clause 1.

Clause 1 carried on division.

Clause 2 carried on division.

Clause 3 carried on division.

Clause 4 carried on division.

Clause 5 carried on division.

Clause 6 carried on division.

On New Clause 6.1,

Pursuant to the order adopted by the Committee on Tuesday, May 3, 2016, the following amendment, submitted by Elizabeth May for the consideration of the Committee, was deemed moved:

That Bill C-25 be amended by adding after line 19 on page 3 the following new clause:

“6.1 Subsection 20(6) of the Act is replaced by the following:

(6) A corporation that, without reasonable cause, fails to comply with this section is guilty of an offence and liable on summary conviction to a fine not exceeding one million dollars.”

The Chair ruled the proposed amendment inadmissible because it sought to amend sections of the parent Act not amended by the Bill, as provided on page 767 of House of Commons Procedure and Practice, Second Edition.

Pursuant to the order adopted by the Committee on Tuesday, May 3, 2016, the following amendment, submitted by Elizabeth May for the consideration of the Committee, was deemed moved:

That Bill C-25 be amended by adding after line 19 on page 3 the following new clause:

“6.1 Subsection 21(10) of the Act is replaced by the following:

(10) A person who, without reasonable cause, contravenes this section is guilty of an offence and liable on summary conviction to a fine not exceeding one million dollars or to imprisonment for a term not exceeding six months or to both.”

The Chair ruled the proposed amendment inadmissible because it sought to amend sections of the parent Act not amended by the Bill, as provided on page 767 of House of Commons Procedure and Practice, Second Edition.

Pursuant to the order adopted by the Committee on Tuesday, May 3, 2016, the following amendment, submitted by Elizabeth May for the consideration of the Committee, was deemed moved:

That Bill C-25 be amended by adding after line 19 on page 3 the following new clause:

“6.1 Subsection 22(3) of the Act is replaced by the following:

(3) A person who, without reasonable cause, contravenes this section is guilty of an offence and liable on summary conviction to a fine not exceeding one million dollars or to imprisonment for a term not exceeding six months or to both.”

The Chair ruled the proposed amendment inadmissible because it sought to amend sections of the parent Act not amended by the Bill, as provided on page 767 of House of Commons Procedure and Practice, Second Edition.

Brian Masse moved, — That Bill C-25 be amended by adding after line 19 on page 3 the following new clause:

“6.1 Subsection 20(1) of the Act is amended by striking out “and” at the end of paragraph (c), by adding “and” at the end of paragraph (d) and by adding the following after paragraph (d):

(e) an exhaustive up-to-date organizational chart demonstrating the relationship between the corporation and all its subsidiary corporations and holding bodies corporate, if

(i) the corporation owns securities in a subsidiary corporation or holding body corporate, or

(ii) the corporation and subsidiary corporation or holding body corporate are considered related persons within the meaning of subsection 251(2) of the Income Tax Act.”

Debate arose thereon.

The Chair ruled the proposed amendment inadmissible because it sought to amend sections of the parent Act not amended by the Bill, as provided on page 767 of House of Commons Procedure and Practice, Second Edition.

Brian Masse moved, — That Bill C-25 be amended by adding after line 19 on page 3 the following new clause:

“6.1 Subsection 20(6) of the Act is replaced by the following:

(6) A corporation that, without reasonable cause, fails to comply with this section is guilty of an offence and liable on summary conviction to a fine not exceeding one million dollars.”

Debate arose thereon.

The Chair ruled the proposed amendment inadmissible because it sought to amend sections of the parent Act not amended by the Bill, as provided on page 767 of House of Commons Procedure and Practice, Second Edition.

Brian Masse moved, — That Bill C-25 be amended by adding after line 19 on page 3 the following new clause:

“6.1 Subsection 22(3) of the Act is replaced by the following:

(3) A person who, without reasonable cause, contravenes this section is guilty of an offence and liable on summary conviction to a fine not exceeding one million dollars or to imprisonment for a term not exceeding six months or to both.”

Debate arose thereon.

The Chair ruled the proposed amendment inadmissible because it sought to amend sections of the parent Act not amended by the Bill, as provided on page 767 of House of Commons Procedure and Practice, Second Edition.

Brian Masse moved, — That Bill C-25 be amended by adding after line 19 on page 3 the following new clause:

“6.1 Section 24 of the Act is amended by adding the following after subsection (1):

(1.1) A corporation shall, on the request of a holder of a share that is in bearer form, issue to that holder in exchange of that share a share that is in registered form.

(1.2) A right attached to a share that is in bearer form may not be exercised until the share is replaced in accordance with subsection (1.1).”

Debate arose thereon.

The Chair ruled the proposed amendment inadmissible because it sought to amend sections of the parent Act not amended by the Bill, as provided on page 767 of House of Commons Procedure and Practice, Second Edition.

On Clause 7,

Pursuant to the order adopted by the Committee on Tuesday, May 3, 2016, the following amendment, submitted by Elizabeth May for the consideration of the Committee, was deemed moved:

That Bill C-25, in Clause 7, be amended by adding after line 32 on page 3 the following:

“(3) A conversion privilege, option or right to acquire a share of the corporation that is evidenced in a certificate, warrant or other evidence of a conversion privilege, option or right to acquire a share of the corporation that is in bearer form and that was issued before the coming into force of this section may not be exercised until the certificate, warrant or other evidence of a conversion privilege, option or right to acquire a share of the corporation is replaced in accordance with subsection (2).”

Debate arose thereon.

Mark Schaan and Coleen Kirby answered questions.

The question was put on the amendment of Elizabeth May and it was negatived, by a show of hands: YEAS: 1; NAYS: 7.

The Chair ruled that the following amendment was consequential to a previous amendment and therefore it was also negatived:

That Bill C-25, in Clause 7, be amended by adding after line 32 on page 3 the following:

“(3) A conversion privilege, option or right to acquire a share of the corporation that is evidenced in a certificate, warrant or other evidence of a conversion privilege, option or right to acquire a share of the corporation that is in bearer form and that was issued before the coming into force of this section may not be exercised until the certificate, warrant or other evidence of a conversion privilege, option or right to acquire a share of the corporation is replaced in accordance with subsection (2).”

Clause 7 carried on division.

Clause 8 carried on division.

Clause 9 carried on division.

Clause 10 carried on division.

Clause 11 carried on division.

On new Clause 11.1,

Brian Masse moved, — That Bill C-25 be amended by adding after line 29 on page 4 the following new clause:

“11.1 The Act is amended by adding the following after section 102:

102.1 (1) On the day of any annual meeting of shareholders, the percentage of either male or female directors of a corporation is not to exceed 70%.

(2) A corporation that, without reasonable cause, fails to comply with subsection (1) is guilty of an offence and liable on summary conviction to a fine not exceeding ten million dollars.

(3) Subsection (2) does not apply in respect of annual meetings of shareholders held within five years after the day on which this section comes into force.

(4) No proceedings in relation to an offence under this section may be instituted without the consent of the Attorney General of Canada.”

Debate arose thereon.

The question was put on the amendment of Brian Masse and it was negatived, by a show of hands: YEAS: 2; NAYS: 6.

Clause 12 carried.

On Clause 13,

Brian Masse moved, — That Bill C-25, in Clause 13, be amended by replacing lines 16 and 17 on page 5 with the following:

“(3.3) A separate vote of shareholders shall be taken with”

The Chair ruled the proposed amendment inadmissible because it was beyond the scope of the Bill, as provided on page 766 of House of Commons Procedure and Practice, Second Edition.

Terry Sheehan moved, — That Bill C-25, in Clause 13, be amended by replacing lines 15 and 16 on page 6 with the following:

(8.1) If an individual who was a candidate in an election held in accordance with subsection (3.4) was not elected during that election, the individual is

Debate arose thereon.

The question was put on the amendment of Terry Sheehan and it was agreed to, by a show of hands: YEAS: 7; NAYS: 2.

Brian Masse moved, — That Bill C-25, in Clause 13, be amended by adding after line 20 on page 6 the following:

“(8.2) No director shall hold office for more than six consecutive years.”

Debate arose thereon.

The question was put on the amendment of Brian Masse and it was negatived, by a show of hands: YEAS: 2; NAYS: 6.

Clause 13, as amended, carried on division

On Clause 13,

Terry Sheehan moved, — That Bill C-25 be amended by adding after line 20 on page 6 the following new clause:

“13.1 Subsection 110(3) of the French version of the Act is replaced by the following:

(3) La société envoie sans délai, au directeur et aux actionnaires qui doivent recevoir avis des assemblées visées au paragraphe (1), copie de la déclaration mentionnée au paragraphe (2), sauf si elle figure dans une circulaire de sollicitation de procurations de la direction exigée à l’article 150 ou y est annexée.”

Debate arose thereon.

The question was put on the amendment of Terry Sheehan and it was agreed to, by a show of hands: YEAS: 7; NAYS: 1.

The Chair ruled that the following two (2) amendments were consequential to a previous amendment and therefore they were also adopted:

That Bill C-25, in Clause 17, be amended by

(a) replacing line 5 on page 7 with the following:

17 Subsections 150(1) to (2) of the Act are replaced by the

(b) replacing line 8 on page 7 with the following:

circular, in the prescribed form, is made available in the prescribed manner to the auditor of

(c) adding after line 17 on page 7 the following:

(1.1) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without making available a dissident’s proxy circular, if the total number of shareholders whose proxies are solicited is fifteen or fewer, two or more joint holders being counted as one shareholder.

(1.2) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without making available a dissident’s proxy circular if the solicitation is, in the prescribed circumstances, conveyed by public broadcast, speech or publication.

(2) A person required to make a management proxy circular or dissident’s proxy circular available shall send concurrently a copy of it to the Director together with a statement in prescribed form, the form of proxy, any other documents for use in connection with the meeting and, in the case of a management proxy circular, a copy of the notice of meeting.

That Bill C-25 be amended by adding after line 29 on page 8 the following new clause:

“23.1 Subsection 168(6) of the French version of the Act is replaced by the following:

(6) La société doit sans délai envoyer, à tout actionnaire qui doit être avisé des assemblées mentionnées au paragraphe (1) et au directeur, copie des déclarations visées aux paragraphes (5) et (5.1), sauf si elles sont incorporées ou jointes à la circulaire de sollicitation de procurations de la direction exigée à l’article 150.”

Clause 14 carried by a show of hands: YEAS: 6; NAYS: 0.

Clause 15 carried by a show of hands: YEAS: 6; NAYS: 0.

Clause 16 carried by a show of hands: YEAS: 4; NAYS: 0.

Clause 17, as amended, carried.

Clauses 18 to 23 inclusive carried on division severally.

On Clause 24,

Pursuant to the order adopted by the Committee on Tuesday, May 3, 2016, the following amendment, submitted by Elizabeth May for the consideration of the Committee, was deemed moved:

That Bill C-25, in Clause 24, be amended by replacing lines 5 to 7 on page 9 with the following:

“information respecting diversity – including in regard to gender, disability, race, ethnicity, Aboriginal or Indigenous heritage, sexual orientation, and gender identity or expression – among the directors and among the members of senior management as defined by regulation, as well as any prescribed information respecting diversity.”

Debate arose thereon.

At 10:45 a.m., the Committee adjourned to the call of the Chair.



Danielle Widmer
Clerk of the Committee