The act, sponsored by Navdeep Bains, Minister of Innovation, Science and Economic Development, will amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act. It is anticipated the amendments will become effective within the next 24 months.  Among other things, once law, public CBCA corporations can anticipate changes to diversity disclosure obligations, director election and electronic shareholder communications.

Diversity:

The diversity disclosure requirements are similar, to the current requirements for TSX listed companies. However, the amendments will expand the definition of diversity, to include women, visible minorities, aboriginal people and people with disabilities. The disclosure requirements will also no longer exempt venture issuers.

Public CBCA corporations will be required to place before the shareholders, at every annual meeting, information relating to their diversity policy and diversity of directors and the members of senior management in accordance with the prescribed regulation.

Director Elections:

Each candidate will be elected individually for a one-year term and will hold office until the next annual meeting.  A director will be elected only if the number of votes cast FOR represents a majority of the votes cast for and against them by the shareholders who are present in person or represented by proxy, unless the articles require a greater number of votes. If a director is not elected during the election, the director may continue in office until the earlier of i) the 90th day after the day of the election ii) the day on which their successor is appointed or elected.

Notice and Access:

The amendments would also allow CBCA corporations to deliver electronic communications of proxy material as allowed under the Notice and Access section of National Instrument 54-101 communication with beneficial owns of securities of a reporting issuer.

You can read the full text of the bill here: www.parl.ca/DocumentViewer/en/42-1/bill/C-25/royal-assent