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, has been reported as amended by the Standing Senate Committee on Banking, Trade and Commerce. It now awaits Third Reading and Royal Assent.
The House and Senate have both risen for the holiday recess; the Senate will return January 30, 2017.
The government has stated that the Bill's objectives are to promote corporate transparency and the diversity of boards and senior management. To these ends, Part 1 of the Bill amends the Canada Business Corporations Act ("CBCA"), the Canada Cooperatives Act and the Canada Not-for-profit Corporations Act ("CNCA"): · How directors of corporations and cooperatives are elected is adjusted; · Corporations are allowed to use electronic communications to provide notice of meetings to shareholders, and to provide online access to relevant documents; · Distributing CBCA corporations are required to disclose their diversity policies (or explain why none exist) and to identify the gender composition of their boards and senior management.
The amendments to the CNCA include clarifications to wording, including a new definition of "incapable" with respect to who may incorporate a corporation, and a new requirement that the Director publish notices of decisions made granting applications under various sections of the Act.
Part 2 amends the Competition Act, broadening the range of business organizations to which the affiliate definition applies.