BILL C-25, Canada Business Corporations Act
The regulations provide the following definitions:
designated groups means the same as its definition in the Employment Equity Act, namely women, Aboriginal peoples, persons with disabilities and members of visible minorities; majority subsidiary means a subsidiary whose assets and revenue are consolidated into the parents financial statements and account for 30% or more of the consolidated assets or revenues; and “members of senior management” means the chair and vice-chair of the board of directors; the president of the corporation;
the chief executive officer and chief financial officer; the vice-president in charge of a principal business unit, division or function including sales, finance or production; and an individual performing a policy-making function in respect of the corporation.
These regulatory amendments are to come into force on January 1, 2020.
The provisions of Bill C-25 regarding diversity on boards of directors and among senior management, as well as the associated regulations, were approved by Order in Council. These measures aim to foster diversity at the highest levels of corporate leadership in Canada, improve shareholder democracy, and drive shareholder value through better transparency.
All distributing corporations governed by the Canada Business Corporations Act, including emerging issuers, will soon need to disclose information on the diversity of their board of directors and senior management to shareholders. Distributing corporations typically file documents with a securities commission and sell shares on a stock exchange.
For all annual meetings held on or after January 1, 2020, corporations will report on the representation of, at minimum, the following four groups:
Indigenous peoples (First Nations, Inuit and Métis)
persons with disabilities; and
members of visible minorities.
They may also disclose information about additional groups they believe contribute to the diversity of their board or senior management team.
Diversity disclosure information must be sent to:
shareholders, with the notice of meeting; and
Corporations Canada. Part 1 amends the Canada Business Corporations Act, the Canada Cooperatives Act and the Canada Not-for-profit Corporations Act to, among other things,
(a) reform some aspects of the process for electing directors of certain corporations and cooperatives;
(b) modernize communications between corporations or cooperatives and their shareholders or members;
(c) clarify that corporations and cooperatives are prohibited from issuing share certificates and warrants, in bearer form; and
(d) require certain corporations to place before the shareholders, at every annual meeting, information respecting diversity among directors and the members of senior management.