Standing Senate Committee on Banking, Trade and Commerce

Report of the committee

Thursday, December 14, 2017

The Standing Senate Committee on Banking, Trade and Commerce has the honour to present its

NINETEENTH REPORT

Your committee, to which was referred 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, in obedience to the order of reference of November 23, 2017, examined the said bill and now reports the same with the following amendments:

1. Clause 13, page 5:

(a)  Replace 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 add 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.”.

2. Clause 24, page 10:

(a Replace 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 replace 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.”.

3. Clause 59, page 20: Add the following after line 37:

(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.”.

Respectfully submitted,

DOUGLAS BLACK

Chair