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Minutes of Proceedings

42nd Parliament, 1st Session
Meeting No. 52
Tuesday, March 21, 2017, 8:46 a.m. to 9:42 a.m.
Presiding
Dan Ruimy, Chair (Liberal)

Library of Parliament
• Francis Lord, Analyst
 
House of Commons
• Philippe Méla, Legislative Clerk
Department of Industry
• Mark Schaan, Director General, Marketplace Framework Policy Branch, Strategic Policy Sector
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 resumed its clause-by-clause study of the Bill.

The Committee resumed consideration of the subamendment of Brian Masse, — That the amendment be amended by replacing the word “three”, with the word “two”.

After debate, the question was put on the subamendment of Brian Masse and it was negatived, by a show of hands: YEAS: 0; NAYS: 7.

The question was put on the amendment of Earl Dreeshen and it was negatived on the following recorded division:

YEAS: David Christopherson, Earl Dreeshen, Ben Lobb, Larry Maguire — 4;

NAYS: Chandra Arya, Frank Baylis, Majid Jowhari, Lloyd Longfield, Terry Sheehan — 5.

By unanimous consent, Clauses 25 to 58 inclusive carried on division severally.

On Clause 59,

David Christopherson moved, — That Bill C-25, in Clause 59, be amended by replacing lines 14 and 15 on page 20 with the following:

“(12) A separate vote by persons who are entitled to”

Debate arose thereon.

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 59, be amended by replacing lines 18 and 19 on page 20 with the following:

“(13) If an individual who was a candidate in an election held in accordance with subsection (10.1) was not elected during that election, the individual”

After debate, the question was put on the amendment of Terry Sheehan and it was agreed to on division.

Clause 59, as amended, carried on division.

On Clause 60,

Terry Sheehan moved, — That Bill C-25, in Clause 60, be amended by

(a) replacing lines 26 and 27 on page 20 with the following:

84 (1) Subject to section 86, a director is entitled to hold office for a term expiring not later than

(b) replacing lines 29 and 30 on page 20 with the following:

ing cooperative, the close of the third annual meeting of members following the director’s election; and

(b) in the case of a distributing cooperative, the close of the next annual meeting of members following the director’s election.

After debate, the question was put on the amendment of Terry Sheehan and it was agreed to on division.

David Christopherson moved, — That Bill C-25, in Clause 60, be amended by adding after line 30 on page 20 the following:

“(1.1) Subject to section 86, no director shall hold office for more than six consecutive years.”

After debate, the question was put on the amendment of David Christopherson and it was negatived on the following recorded division:

YEAS: David Christopherson, Ben Lobb — 2;

NAYS: Chandra Arya, Frank Baylis, Earl Dreeshen, Majid Jowhari, Lloyd Longfield, Larry Maguire, Terry Sheehan — 7.

Clause 60, as amended, carried on division.

By unanimous consent, Clauses 61 to 107 inclusive carried on division severally.

On new Clause 107.1,

Majid Jowhari moved, — That Bill C-25 be amended by adding after line 20 on page 34 the following new clause:

Review by committee

107.1 (1) On the fifth anniversary of the day on which section 24 of this Act comes into force, the provisions under Part XIV.1 of the Canada Business Corporations Act are to be referred to a committee of the Senate, of the House of Commons or of both Houses of Parliament that may be designated or established for the purpose of reviewing those provisions.

(2) The committee referred to in subsection (1) shall, within a reasonable time after a review is completed, submit a report on that review to the Senate, the House of Commons or both Houses of Parliament, as the case may be.”

Debate arose thereon.

David Christopherson moved, — That the amendment be amended by replacing the word “fifth”, with the word “third”.

After debate, the question was put on the subamendment of David Christopherson and it was negatived on the following recorded division:

YEAS: David Christopherson, Earl Dreeshen, Ben Lobb, Larry Maguire — 4;

NAYS: Chandra Arya, Frank Baylis, Majid Jowhari, Lloyd Longfield, Terry Sheehan — 5.

After debate, the question was put on the amendment of Majid Jowhari and it was agreed to on division.

David Christopherson moved, — That Bill C-25 be amended by adding after line 20 on page 34 the following new clause:

“Review and Report

107.1 (1) The Minister shall, no later than two years after this section comes into force, initiate a review of the administration of this Part – by an advisory panel comprised of experts in the Canadian business community, which shall prepare a report on the results of the review – to address the effectiveness of this Act in promoting

(a) greater gender diversity, as well as other forms of diversity, in that community;

(b) increased transparency; and

(c) improved shareholder democracy and corporate governance.

(2) The Minister shall, within a year after the review is undertaken, cause the report described in subsection (1) to be laid before each House of Parliament on any of the first 15 days on which that House is sitting after the report is completed.”

Debate arose thereon.

Earl Dreeshen moved, — That the amendment be amended by replacing the word “two”, with the word “three”.

After debate, the question was put on the subamendment of Earl Dreeshen and it was negatived, by a show of hands: YEAS: 3; NAYS: 5.

The question was put on the amendment of David Christopherson and it was negatived, by a show of hands: YEAS: 4; NAYS: 5.

On Clause 108,

Terry Sheehan moved, — That Bill C-25, in Clause 108, be amended by replacing line 28 on page 34 with the following:

“Order in council

(4) Sections 17, 19, 22, 37, 63, 71 and 88 come into force”

After debate, the question was put on the amendment of Terry Sheehan and it was agreed to on division.

Clause 108, as amended, carried on division.

On new Clause 108.1,

David Christopherson moved, — That Bill C-25 be amended by adding after line 6 on page 35 the following new Part:

“PART 1.1

BENEFICIAL OWNERSHIP TRANSPARENCY ACT

ENACTMENT OF ACT

108.1 The Beneficial Ownership Transparency Act is enacted as follows:

An Act respecting increased transparency of beneficial ownership information

SHORT TITLE

1 This Act may be cited as the Beneficial Ownership Transparency Act.

INTERPRETATION

2 The following definitions apply in this Act.

beneficial ownership has the same meaning as in subsection 2(1) of the Canada Business Corporations Act. (véritable propriétaire et propriété effective)

corporation has the same meaning as in subsection 2(1) of the Canada Business Corporations Act. (société par actions ou société)

Federal Registry means the Federal Registry of Beneficial Owners established under section 3. (Registre fédéral)

Minister means the Minister of Industry. (ministre)

FEDERAL REGISTRY

3 Within two years after the day on which this Act receives royal assent, the Minister must, in accordance with any regulations, establish a public registry, to be called the Federal Registry of Beneficial Owners, in which is to be kept the information regarding beneficial ownership provided to the Minister under section 4.

4 A corporation must obtain and disclose to the Minister accurate and current beneficial ownership information on each person that owns or controls, directly or indirectly, 10% or more of the shares of the corporation, including

(a) the name and address of every beneficial owner;

(b) the extent of the interest held by the owner;

(c) the manner in which the owner exercises control of the corporation; and

(d) any other information prescribed by the regulations.

5 The Minister must maintain an up-to-date version of the Federal Registry that is accessible to the public on the Department of Industry’s website.

CONSULTATION WITH PROVINCES

6 (1) The Minister must consult with the appropriate representatives of each province on the development of an action plan for the establishment by each province of a registry containing information regarding beneficial ownership of entities incorporated under the laws of a province.

(2) Within two years after the day on which this Act comes into force, the Minister must prepare a report on the action plan and must cause the report to be laid before each House of Parliament on any of the first 15 days on which that House is sitting after the report is completed.

(3) The Minister must publish the report on the Department of Industry’s website within 30 days after the report has been laid before both Houses of Parliament.

OFFENCE AND PUNISHMENT

7 (1) A corporation that, without reasonable cause, fails to comply with section 4 is guilty of an offence and liable

(a) on proceedings by way of indictment, to a fine not exceeding one million dollars; or

(b) on summary conviction, to a fine not exceeding fifty thousand dollars.

(2) If a corporation commits an offence under subsection (1), any director or officer of the corporation who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and, whether or not the corporation has been prosecuted or convicted, is liable

(a) on proceedings by way of indictment, to a fine not exceeding one million dollars or to imprisonment for a term not exceeding five years, or to both; or

(b) on summary conviction, to a fine not exceeding fifty thousand dollars or to imprisonment for a term not exceeding six months, or to both.

REGULATIONS

8 The Governor in Council may make regulations respecting the Federal Registry, including regulations

(a) setting out requirements in relation to its establishment and maintenance; and

(b) prescribing information that it must contain.”

Debate arose thereon.

The Chair ruled the proposed amendment inadmissible because it infringed on the financial initiative of the Crown, as provided on pages 767-768 of House of Commons Procedure and Practice, Second Edition.

By unanimous consent, Clauses 109 to 124 inclusive carried on division severally.

The Title carried on division.

The Bill, as amended, carried on division.

ORDERED, — That the Chair report the Bill, as amended, to the House.

ORDERED, — That Bill C-25, as amended, be reprinted for the use of the House at report stage.

At 9:11 a.m., the sitting was suspended.

At 9:11 a.m., the sitting resumed in camera.

The Committee proceeded to the consideration of matters related to Committee business.

It was agreed, — That a proposed budget in the amount of $13,100, for the study of Bill C-36, An Act to amend the Statistics Act, be adopted.

It was agreed, — That amendments to Bill C-36, An Act to amend the Statistics Act, be submitted to the Clerk of the Committee no later than 5:00 p.m. on Thursday, April 20, 2017.

It was agreed, — That, in relation to Bill C-36, the Committee commence clause-by-clause consideration of the Bill on Thursday, May 4, 2017.

At 9:42 a.m., the Committee adjourned to the call of the Chair.



Danielle Widmer
Clerk of the Committee