Bill S-238

2nd Session, 40th Parliament,

57-58 Elizabeth II, 2009

senate of canada

BILL S-238

An Act to establish gender parity on the board of directors of certain corporations, financial institutions and parent Crown corporations

Whereas the majority of corporations, financial institutions and parent Crown corporations have many more men than women as directors;

Whereas women are active participants in the business community, as business owners, shareholders, officers, managers and employees, and in the market as consumers, and should have equal representation in the management of business;

Whereas women are active participants in the democratic government of the country as voters and politicians and should have equal representation in the management of parent Crown corporations;

And whereas there are many women in Canada who have the qualifications and experience to act as corporate directors;

Now, therefore, Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

SHORT TITLE

1. This Act may be cited as the Board of Directors Gender Parity Act.

PART 1

BUSINESS CORPORATIONS

Canada Business Corporations Act

2. The Canada Business Corporations Act is amended by adding the following after section 105:

3. Section 260 of the Act is replaced by the following:

260. The Minister may appoint a Director and one or more Deputy Directors to carry out the duties and exercise the powers of the Director under this Act or any other Act of Parliament.

4. (1) Subsection 262(2) of the Act is amended by striking out “and” at the end of paragraph (a) and by adding the following after paragraph (a):

(2) Section 262 of the Act is amended by adding the following after subsection (2):

PART 2

FINANCIAL INSTITUTIONS

Bank Act

5. The Bank Act is amended by adding the following after section 159:

6. Section 216 of the Act is amended by adding the following after subsection (1):

Cooperative Credit Associations Act

7. The Cooperative Credit Associations Act is amended by adding the following after section 169:

8. Section 220 of the Act is amended by adding the following after subsection (1):

Insurance Companies Act

9. The Insurance Companies Act is amended by adding the following after section 167:

10. Section 225 of the Act is amended by adding the following after subsection (1):

Trust and Loan Companies Act

11. The Trust and Loan Companies Act is amended by adding the following after section 163:

12. Section 221 of the Act is amended by adding the following after subsection (1):

PART 3

OTHER PUBLICLY TRADED CORPORATIONS

13. The following definitions apply in this Part.

“corporation” means

(a) a corporation that is a reporting issuer under any legislation that is set out in column 2 of an item of Schedule 1 to the Canada Business Corporations Regulations, 2001, or

(b) in the case of a corporation that is not a reporting issuer referred to in paragraph (a), a corporation

(i) that has filed a prospectus or registration statement under provincial or foreign legislation,

(ii) any of the securities of which are listed and posted for trading on a stock exchange in or outside Canada, or

(iii) that is involved in, is formed for, results from or is continued after an amalgamation, a reorganization, an arrangement or a statutory procedure, if one of the participating bodies corporate is a corporation referred to in subparagraph (i) or (ii),

but does not include a corporation

(c) that is subject to an exemption under provincial securities legislation or to an order of the relevant provincial securities regulator that provides that the corporation is not a reporting issuer for the purposes of the applicable legislation,

(d) listed in any of the schedules to the Financial Administration Act, or

(e) to which the Bank Act, the Canada Business Corporations Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act applies.

“Director” means the Director appointed under section 260 of the Canada Business Corporations Act.

“incorporating instrument” means the special Act, letters patent, instrument of continuance or other constating instrument by which a body corporate was incorporated or continued and includes any amendment to or restatement of the constating instrument.

14. (1) The composition of the board of directors of a corporation shall be such that, immediately after any election or appointment of directors,

(a) 50 per cent of the directors are women, if the corporation has an even number of directors; or

(b) the difference between the number of directors who are women and the number who are men is equal to one, if the corporation has an odd number of directors.

(2) Subsection (1) does not apply to a corporation until the opening of the second annual meeting of the corporation following the day on which that subsection comes into force.

15. The Director may, on application by a corporation, defer the time from which subsection 14(1) applies to the corporation to the opening of the third annual meeting of the corporation following the day on which that subsection comes into force, if the Director is satisfied that

(a) the incorporating instrument would have to be amended to increase the number of directors, or the maximum number of directors, to achieve compliance with that subsection without replacing directors who are officers or employees of the corporation; and

(b) filling the increased number of directors’ positions would cause the corporation undue hardship.

16. (1) If a corporation to which subsection 14(1) applies amends its by-laws or incorporating instruments and the amendment becomes effective on the exercise of a power by any person under an Act of Parliament, that person shall not exercise the power unless satisfied that the corporation is in compliance with subsection 14(1).

(2) Subsection (1) does not apply to an amendment that will enable the corporation to be in compliance with subsection 14(1).

17. An act of the board of directors of a corporation to which subsection 14(1) applies is not invalid on the sole ground that the composition of the board is not in compliance with that subsection.

PART 4

PARENT CROWN CORPORATIONS

Financial Administration Act

18. The Financial Administration Act is amended by adding the following after section 105:

PART 5

COMMENCEMENT

19. This Act comes into force 180 days after the day on which it receives royal assent.