Speech – 2016.11.25 – Bill C-25 – Corporate Governance

MP Len Webber in the House of Commons



C-25 – Corporate Governance

November 25, 2016

 Mr. Len Webber (Calgary Confederation, CPC): Mr. Speaker, I am pleased to be able to rise today to contribute to this debate on Bill C-25.

    This fall, the Minister of Innovation, Science and Economic Development introduced Bill C-25, an act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act.

I may be new to this House, but this legislation, and the ideas contained within in, are not. The ideas contained within this proposed legislation were brought forward years ago by the Conservatives. This is an opportunity for me to rise to speak to their efforts.

Its history goes back to a House of Commons committee-led statutory review in 2010, back when the Conservatives were in government.

After that, there was further consultation that took place, in 2014, by our Conservative government to further advance diversity and equality. Many consultations took place and stakeholders raised many constructive and complex suggestions on a number of corporate governance issues during these consultations. The previous government listened to Canadians on this issue and was making clear progress.

After the previous Conservative government finished with its stakeholder consultations, in 2014, a proposal was made which, ultimately, was announced as a move to modernize Canada’s corporate governance frameworks in the 2015 budget.

Not having been a member at that time, I found this passage from page 140 of the previous Conservative government’s 2015 economic action plan. It quite clearly shows that the Conservatives were addressing this issue long before the Liberals copied the work:

…the Government will propose amendments to the CBCA [the Canadian Business Corporations Act] to promote gender diversity among public companies, using the widely recognized “comply or explain” model…. Amendments will also be proposed to modernize director election processes and communications…strengthen corporate transparency through an explicit ban on bearer instruments…. Amendments to related statutes governing cooperatives and not-for-profit corporations will also be introduced…

I will quickly point out that this was the last balanced budget Canada will likely see for some time as we continue to watch the Liberals spend like drunken sailors, but I digress.

As I mentioned, Bill C-25 comes from the last Conservative budget, in 2015.

It is quite clear to me that the current government, without its own ideas, is happy to recycle another Conservative policy. Be it health spending, environmental targets, or gender equality issues, we continually see the present government, time and again, recycling sensible positions taken by the previous Conservative government.

In fact, the minister is making this a bit of a habit. Bill C-25 is the minister’s second piece of legislation that he has tabled that comes straight from the previous Conservative government’s 2015 budget.

I only wish that he had also emulated the fiscal responsibility of the previous government, as well.

I know that many of my colleagues here were part of the previous government before I was elected and I imagine that watching the Liberal government photocopy their work and pass it off as its own must elicit mixed emotions of pride and frustration.

I know my Conservative colleagues worked hard to serve Canadians and provide the best policies possible.

Each time the Liberal government continues to do this type of thing, I am reminded of the expression, “imitation is the best form of flattery”.

However, the Liberal government promised it could do better, and it has failed.

I am glad to see it is implementing some of the visionary ideas of our past government, but it only serves to highlight the fact that it has none of its own.

In any event, let us go back to Bill C-25.

If adopted, Bill C-25 would result in changes to the corporate governance regime for reporting issuers incorporated under the Canada Business Corporations Act.

In everyday language, this would mean that the rules for companies to report to the public would be changed. Boards of directors that do not reflect the gender and cultural diversity that is Canada would have to explain why they do not.

With this proposed legislation, there are a number of amendments that cover several key corporate governance matters. These include those related to majority voting, individual voting, annual elections, notice and access, diversity related disclosure, and shareholder proposal filing deadlines.

The one I want to focus on is the one proposing the comply or explain model. Basically, corporate boards in Canada do not accurately reflect the demographics of the population that they serve. While things continue to improve, the pace is much slower than most would like to see.

I am pleased to see that the Liberals are moving forward with the comply or explain model that I say again, the previous Conservative government had championed, but I would like to see corporate boards of directors be both reflective of the Canadian population, and who would not?

There are benefits to both the companies and society as a whole. It has been shown that more diverse boards benefit all involved. We see better overall decision-making, better organizational structure, resulting in a better economy for Canadians.

I have sat on many boards, and the more diverse the make-up of the board, the better the ideas that are brought to the table. This leads to better problem solving, innovative solutions and better communication ideas. I would encourage any board to diversify and reflect its customer base. More important, diversify to reflect the target customer base.

I did want to mention that the Conservative Party has a proud history when it comes to diversity. It was a Conservative Party that had the first female Prime Minister. It was a Conservative Party that elected the first female MP to the House of Commons. It was a Conservative Party that elected the first Chinese, the first Muslim, the first black, the first Latino, the first Hindu, Pakistani, Japanese, the first physically disabled MP, and the list goes on.

What I am most proud of with respect to our Conservative history is that it was based on merit, not any forced compliance system. All those who made advancements did it because they earned it and not because it was handed to them on a silver platter. This guiding principle of merit and fairness gave us a proud history. I think it shows that forced compliance does no favours to anyone.

Since the Ontario Securities Commission implemented the comply or explain model two years ago, the number of women on boards has steadily increased to 20%. Yes, this is still too low, but it is an improvement. It is worth noting also that across Canada in the larger companies, women make up an average of 34% of the boards. Again, an abysmal number, but it is an improving one.

Over the past three decades the participation of women in the Canadian workforce has more than doubled to approximately 47%. Women now earn over half of all Canadian university degrees, and 34.5% of MBAs granted in 2011 were women. In addition, women represented 47% of students in business and management programs at the Masters level in 2010.

The level of progress among Canadian women in just a few decades is impressive. Women are achieving success at unprecedented levels in a variety of sectors, be it law, medicine and other professions, yet the representation of women on those boards has not followed suit. If we give a woman a fair chance of opportunity, they are quite capable of making the most of it. We have seen it first hand, and I have seen it first hand.

I remember as a kid that practically all doctors were male. In fact, I recall people specifically mentioning that they had a woman doctor, like it was some sort of novelty or unnatural anomaly.

Children today will grow up in a different world, an opposite world. Today, a full two-thirds of medical school graduates are women. Female doctors will be the norm in the future. Sixty per cent of university graduates are now women. Future boards will have no choice but to increase female participation if they have any hope of filling all the chairs around the table.

As a father of three daughters, this is promising and it is good news. However, women are not waiting for legislation to be passed so that they can take their rightful place in society, and nor should they.

Take my family, for example. My late wife Heather was a very successful woman in her own right. She served on many boards and ran numerous large corporate projects in her lifetime. My daughters, much like their mother, are strong-minded, principled, determined and leaders in their own right. They have made me proud. They have made us proud with their success, both professional and personal.

Without going into it too much, it does bother me that women still encounter a wage gap in Canada today. There are excuses for this. However, excuses are not reasons.

I am grateful for the opportunity to speak to Bill C-25, and I look forward to any questions.

Thank you.