Proceedings of the Standing Senate Committee on
Banking, Trade and Commerce
Issue No. 31 - Evidence - December 14, 2017
OTTAWA, Thursday, December 14, 2017
(82)
[English]
The Standing Senate Committee on Banking, Trade and Commerce met this day at 10:31 a.m., in room 257, East Block, the chair, the Honourable Douglas Black, presiding.
Members of the committee present: The Honourable Senators Bellemare, Black, Dagenais, Dawson, Marwah, Ringuette, Stewart Olsen, Tannas, Tkachuk, Unger, Wallin and Wetston (12).
In attendance: Adriane Yong, Analyst, Parliamentary Information and Research Services, Library of Parliament.
Also present: The official reporters of the Senate.
Pursuant to rule 12-16(1)(d), the committee considered a draft agenda (future business).
After debate, it was agreed that the committee suspend to resume in public for consideration of Bill C-25.
At 10:51 a.m., the committee suspended.
At 10:57 a.m., the committee resumed in public.
Pursuant to the order of reference adopted by the Senate on Thursday, November 23, 2017, the committee continued its examination 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. (For complete text of the order of reference, see proceedings of the committee, Issue No. 29.)
The chair made a statement.
The Honourable Senator Marwah moved:
That notwithstanding the motion adopted by the committee on December 13, 2017, the Standing Senate Committee on Banking, Trade and Commerce proceed to clause-by-clause consideration of Bill C-25.
After debate, the question being put on the motion, it was adopted, on division.
It was agreed that the title stand postponed.
It was agreed, with leave, that the committee group some clauses for the purpose of clause-by-clause consideration.
It was agreed that clauses 1 to 12 carry.
The chair asked whether clause 13 shall carry.
The Honourable Senator Wetston moved:
That Bill C-25 be amended on page 5, in clause 13:
(a) by replacing line 31 with the following:
"(6) Despite subsections (2), (3) to (3.2) and (5) and subject to subsection (6.1), if direc-"; and
(b) by adding the following after line 34:
"(6.1) If an incumbent director who was a candidate in an election held in accordance with subsection (3.4) was not elected during the election, the director may continue in office until the earlier of
(a) the 90th day after the day of the election; and
(b) the day on which their successor is appointed or elected.".
After debate, the question being put on the motion in amendment, it was adopted.
It was agreed that clause 13, as amended, carry.
It was agreed that clauses 14 to 23 carry.
The chair asked whether clause 24 shall carry.
The Honourable Senator Wetston moved:
That Bill C-25 be amended on page 10, in clause 24:
(a) by replacing lines 3 to 5 with the following:
"(2) The corporation shall provide the information referred to in subsection (1) to each shareholder, except to a share-"; and
(b) by replacing lines 7 to 9 with the following:
"they do not want to receive that information, by sending the information along with the notice referred to in subsection 135(1) or by making the information available along with a proxy circular referred to in subsection 150(1).
(3) The corporation shall concurrently send the information referred to in subsection (1) to the Director.".
After debate, the question being put on the motion in amendment, it was adopted.
It was agreed that clause 24, as amended, carry.
It was agreed that clauses 25 to 58 carry.
The chair asked whether clause 59 shall carry.
The Honourable Senator Wetston moved:
That Bill C-25 be amended on page 20, in clause 59, by adding after line 31 the following:
"(10.2) Despite subsection (3) and paragraph 84(1)(b), if an incumbent director who was a candidate in an election held in accordance with subsection (10.1) was not elected during the election, the director may continue in office until the earlier of
(a) the 90th day after the day of the election; and
(b) the day on which their successor is appointed or elected.".
After debate, the question being put on the motion in amendment, it was adopted.
It was agreed that clause 59, as amended, carry.
It was agreed that clauses 60 to 124 carry.
It was agreed that the title carry.
It was agreed that the bill, as amended, carry.
It was agreed that Bill C-25 be reported with amendments to the Senate at the earliest opportunity.
At 11:25 a.m., the committee adjourned to the call of the chair.
ATTEST:
Lynn Gordon
Clerk of the Committee