Significant amendments to the Canada Business Corporations
Act (CBCA) proposed in the federal government's omnibus
budget implementation bill (Bill) would codify into statute some of
the principles relating to directors' duties set out in the
landmark Supreme Court of Canada (SCC) 2008 decision BCE Inc. v. 1976
Debentureholders (BCE).
The Bill would also require that certain CBCA corporations
develop an approach to remuneration, hold an advisory
"say-on-pay" vote on an annual basis, provide annual
disclosures on diversity and on compensation clawback mechanisms
and the well-being of employees, retirees and pensioners.
STATUTORY CHANGES TO DIRECTORS' DUTIES
One significant proposal in the Bill is a codification and to a
degree, expansion upon certain of the principles stated by the SCC
in BCE, which remains the leading case on the fiduciary duties of
directors of Canadian corporations (see our December 2008
Blakes Bulletin: Supreme Court of Canada
