Notice of intent to amend the Canada Business Corporations Regulations, 2001

From: Innovation, Science and Economic Development Canada

Canada Business Corporations Act

Notice of intent to develop regulations for the disclosure of information associated with diversity on boards of directors and among senior management

Notice is hereby given that Innovation, Science and Economic Development Canada intends to amend the Canada Business Corporations Regulations, 2001.

Background

Diversity on boards of directors and among senior management continues to be an issue within Canada as well as in other countries. Despite the focus on increasing broad diversity in corporate leadership roles, gaps persist and more work needs to be done at both the board level and in senior management. While the focus has primarily been on gender, the issue of diversity is much broader. At minimum, it includes cultural background, place of origin, disability, or vocational background. Under-representation of different segments of our population is not only a question of fairness, it also affects the bottom line. Viewpoints from a variety of perspectives can lead to innovative thinking and better performance.

This package of regulatory amendments relates to diversity disclosure requirements as established by 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, which received Royal Assent on May 1, 2018. Bill C-25 stipulated that the prescribed information respecting diversity would be established by regulations.

In his appearance before Parliamentary committees, the Minister referenced the four designated groups under the Employment Equity Act, while recognizing that corporations could be more inclusive. The proposed regulations, that were available to Parliamentary committees and were publicly available on ISED's website shortly after Bill C-25 was tabled, prescribe those four designated groups.

The aim is to bring forward these regulations ahead of the other regulatory amendments associated with Bill C-25 and to have the provisions in force before the 2020 proxy season, the period during which many corporations hold their annual shareholders meetings. The other regulatory amendments required to bring the remaining provisions of Bill C-25 will be implemented soon thereafter.

Proposed approach

Bill C-25 requires certain corporations under the Canada Business Corporations Act to provide shareholders with information on the corporation's policies related to diversity on the board of directors and among senior management on a "comply or explain" basis. The regulatory amendments would specify that:

Timing

The intent is for these regulatory amendments to come into force on June 30, 2019, and for the requirements to be applied to information provided for annual meetings held on or after January 1, 2020.

Next steps

This Notice of Intent provides an opportunity for interested parties to submit comments on the regulatory approach set out above by mail or email before May 22, 2019. Comments received during this public comment period will be taken into consideration and will be summarized in the Regulatory Impact Analysis Statement to be published in the Canada Gazette, Part II. The statement will not contain any personal information that could be used to identify individual stakeholders, and those making submissions should ensure that they do not contain any confidential or personal information. Business contact information will be collected and may be used for future business consultations conducted by Innovation, Science and Economic Development Canada.

Contact

Innovation, Science and Economic Development Canada
Attention: Coleen Kirby
Manager, Policy Section, Corporations Canada
ic.corporationscanada.ic@canada.ca
Tel: 1-866-333-5556

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