Modernizing The CBCA - Aligning Diversity And Director Election Requirements

Board and management diversity, director election processes and notice-and-access procedures are the key issues dealt with by proposed amendments to Canada's corporate law that were recently introduced in the House of Commons by the federal government. Known as Bill C-25, the proposed amendments, if adopted, would make significant changes to the Canada Business Corporations Act (CBCA), the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act, as described below.

Diversity

The proposed amendments support increased diversity for CBCA "distributing corporations" (generally, public companies) through the imposition of what is expected to be a "comply or explain" model. Under that approach, public companies would be required to disclose the gender composition of their boards and senior management and to describe their diversity policies (or, alternatively, explain why no such policies have been adopted). The regulations to the