S-207 ~ Boards of Directors Modernization ActPublished on 8 December 2015 Bills by Senator Céline Hervieux-Payette (retired)
Bill S-207 – An Act to modernize the composition of the boards of directors of certain corporations, financial institutions and parent Crown corporations, and in particular to ensure the balanced representation of women and men on those boards
Sponsor: Senator Céline Hervieux-Payette
This enactment requires the following corporations to ensure that the proportion of directors of each sex on their board of directors is not less than 40 per cent and that shareholders may vote against a candidate for a director’s position:
(a) a distributing corporation within the meaning of theCanada Business Corporations Act, any of the issued securities of which remain outstanding and are held by more than one person;
(b) a bank that is listed in Schedule I to the Bank Act;
(c) a cooperative credit association regulated by the Cooperative Credit Associations Act;
(d) a distributing company regulated by the Insurance Companies Act;
(e) a distributing company regulated by the Trust and Loan Companies Act; and
(f) any other federally regulated, publicly traded corporation.
The parent Crown corporations listed in Schedule III to the Financial Administration Act are subject to the same obligations as incorporated companies, except with regard to the right to vote against a candidate for a director’s position.
The enactment provides that the obligation relating to the balanced representation of each sex takes effect incrementally, at the end of three-year and six-year periods. If the new obligation entails changes to a company’s by-laws or incorporating instrument, then the three-year deadline may be extended by one year.
In order to enforce compliance with these obligations, the enactment invalidates elections held or appointments made in violation of its provisions and makes compliance a condition for the issuance of a certificate or letters patent or for the exercise of the powers necessary for the implementation of certain processes or certain proposals or amendments.
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