Bill S-205 explained in plain English
An Act to provide the means to rationalize the governance of Canadian businesses during the period of national emergency resulting from the global financial crisis that is undermining Canada's economic stability
Federal Parliament bill summary, status, timeline, sponsor, votes, and official sources.
At a glance
Official Parliament of Canada snapshot for 40th Parliament, 3rd Session. MP vote breakdowns appear when the House of Commons publishes a recorded division export for that bill. Senate and House stage details include official debate/sitting links when LEGISinfo publishes them.
Our plain-language take, written for civic education.
Source: By PoliticalData.ca
Bill S-205 aims to rationalize the governance of Canadian businesses by imposing limits on executive pay and dividend payments for companies receiving emergency federal aid, and by introducing governance and remuneration restrictions for all public corporations.
Bill S-205, titled the Governance of Canadian Businesses Emergency Act, 2010, proposes measures to manage the governance of Canadian businesses during a period of financial crisis. It divides these measures into two parts: one for companies receiving emergency federal financial assistance and another for all public corporations. For companies receiving financial aid, it limits the remuneration of top officers and prohibits dividend payments to shareholders. For all public corporations, it sets limits on the number of boards an individual can sit on, establishes rules for director and officer remuneration, requires directors to invest in the company, and mandates the creation of remuneration committees. The bill also includes provisions for reporting financial details and sets out penalties for non-compliance.
- Limits the number of public corporations an individual can serve as a director on.
- Establishes rules for how public corporations should remunerate their directors.
- Requires directors of public corporations to invest in the company.
- Mandates the creation of remuneration committees within public corporations to set principles for director and officer pay.
- Sets limits on the total remuneration for officers of public corporations, referencing industrial wages and the company's book value.
- Defines what constitutes 'benefits' for officers and directors of public corporations and restricts their liquidation.
- Requires public corporations to report officer retirement benefits and director benefits in their financial statements and annual reports.
- Prohibits Canadian businesses receiving emergency federal financial relief from paying dividends to their shareholders.
- Imposes limits on the annual salary and bonuses for the highest-paid officers of Canadian businesses that receive emergency federal financial relief.
- Sets penalties for individuals and corporations that contravene specified provisions of the Act.
- Canadian businesses receiving emergency financial relief from the federal government.
- Officers and directors of Canadian businesses receiving emergency federal financial relief.
- Shareholders of Canadian businesses receiving emergency federal financial relief.
- Public corporations (defined as distributing corporations whose securities are listed on a recognized stock exchange).
- Directors of public corporations.
- Officers of public corporations.
- Individuals who may sit on the boards of public corporations.
- Federal authorities administering financial relief programs.
- The Minister of Finance.
- Recipient companies are prohibited from paying dividends to shareholders.
- Recipient companies must limit the annual salary of their top officers to $500,000.
- Recipient companies must limit bonuses paid to officers to one-third of their annual salary, payable only in restricted shares.
- Individuals are limited to serving on the board of directors of no more than four public corporations.
- Directors of public corporations are required to invest a sum equivalent to three times their annual remuneration in the form of common shares.
- Public corporations must establish a remuneration committee to prepare a plan for director and officer remuneration.
- The total remuneration for officers of public corporations cannot exceed 20 times the annual average industrial wage in Canada.
- Public corporations must include specified details about officer retirement benefits and director benefits in their financial statements and annual reports.
- Officers of public corporations cannot liquidate certain benefits that can be converted to cash until three years after they were awarded.
- Part 2, Section 12(1) (financial investment by directors) comes into effect one year after this section comes into force.
- The entire Act, or any of its provisions, will come into force on a day or days to be fixed by order of the Governor in Council.
- Limits on executive and officer salaries and bonuses for recipient companies.
- Prohibition on dividend payments for recipient companies.
- Requirement for directors of public corporations to make a financial investment in the company.
- Limits on the total remuneration for officers of public corporations based on industrial wages and book value.
- Restrictions on the types and timing of benefits and bonuses for officers and directors of public corporations.
- Individuals contravening specific sections (e.g., officer bonus transfer restrictions, director board limits, director financial investment, benefit liquidation) are guilty of an offence and liable on summary conviction to a fine not exceeding $5,000 or imprisonment up to six months, or both.
- Corporations contravening specific sections (e.g., officer salary caps, dividend prohibition, director board limits, director financial investment, remuneration committee requirements, officer remuneration limits, benefit liquidation) are guilty of an offence and liable on summary conviction to a fine not exceeding $500,000.
- The specific 'federal institution' that grants financial assistance is not detailed.
- The exact definition of 'key sectors of the economy' for recipient companies is broad.
- The bill does not specify who administers the penalties for offences.
- The commencement date for the Act is not fixed and will be determined by the Governor in Council.
- The calculation of 'annual average industrial wage' by Statistics Canada is referenced, but the specific method and resulting figures are not provided within the bill.
- The definition of 'book value' for corporations is not explicitly detailed within the bill.
- The process for submitting remuneration plans to shareholders and conducting advisory votes is not fully elaborated.
- The specific types of 'other similar benefits' that could be linked to normal corporate activities for officers are not exhaustively listed.
This is the new Act being proposed, which will establish rules for the governance of Canadian businesses during a financial crisis.
This Act is referenced in the definition of 'corporation' under Part 2, indicating that corporations incorporated or continued under this Act may be subject to the provisions of Bill S-205.
Source: Section 9
This Act is referenced in the definition of 'corporation' under Part 2, indicating that banks governed by this Act may be subject to the provisions of Bill S-205.
Source: Section 9
This Act is referenced in the definition of 'corporation' under Part 2, indicating that corporations governed by this Act may be subject to the provisions of Bill S-205.
Source: Section 9
This Act is referenced in the definition of 'corporation' under Part 2, indicating that associations governed by this Act may be subject to the provisions of Bill S-205.
Source: Section 9
This Act is referenced in the definition of 'corporation' under Part 2, indicating that insurance companies or fraternal benefit societies incorporated or formed under this Act may be subject to the provisions of Bill S-205.
Source: Section 9
This Act is referenced as a source of financial assistance that would make a company a 'recipient company' under Part 1 of Bill S-205.
Source: Section 3
Generated using AI from official bill text. Not legal advice. It is written by PoliticalData.ca for civic education, automatically checked and spot-reviewed before publishing.
Official textParliamentary Process
Bill S-205, concerning the governance of Canadian businesses during a financial crisis, completed its first reading in the Senate on March 9, 2010, and is currently at the second reading stage.
On March 9, 2010, Bill S-205 received its first reading in the Senate. This is a procedural step where the bill is formally introduced. The bill's purpose is to provide a means to rationalize the governance of Canadian businesses during a national emergency caused by a global financial crisis affecting Canada's economic stability. The bill is currently at the second reading stage in the Senate, with debate having occurred on multiple dates, including February 16, 2011. The sponsor's speech at second reading was delivered by Senator Céline Hervieux-Payette on April 29, 2010.
On March 9, 2010, the Senate completed the first reading of Bill S-205, an act concerning business governance during a financial crisis, as part of a broader Senate sitting that included tributes, document tabling, and discussions on various other topics.
On March 9, 2010, the Senate met for its first reading of Bill S-205, an act intended to rationalize the governance of Canadian businesses during a national emergency caused by a global financial crisis. The bill was introduced and read for the first time. Other proceedings included tributes to various individuals, tabling of documents, and debates on other matters, including the budget, women's equality, and parliamentary procedure. The Senate also heard notices of motions regarding committee activities and inquiries on various topics. During Question Period, Senators raised issues concerning parental leave, gender parity in science and technology, representation of women on corporate boards, gender-based analysis protocols, and maternal and infant health in developing countries. The Senate also continued debate on the Speech from the Throne and authorized committees to study various estimates. The first reading of Bill S-205 was a procedural step; the bill's content was not debated at this stage.
Bill S-205 is currently at the second reading stage in the Senate, with debates and major speeches occurring since April 2010, and the stage not yet completed as of February 16, 2011.
This artifact describes the Senate's second reading stage for Bill S-205 on February 16, 2011. This stage is not yet completed. The bill was first read on March 9, 2010, and the second reading debate began on April 29, 2010. Major speeches related to the second reading occurred on several dates, including the date of this artifact, February 16, 2011. The sponsor's speech was on April 29, 2010.
On April 29, 2010, the Senate held a sitting that included Senators' Statements, routine proceedings, question period, and debated various orders of the day, notably adjourning the debate on Bill S-205 concerning business governance during a financial crisis.
This document is a record of a Senate sitting on April 29, 2010. It includes Senators' Statements on individuals and issues, Routine Proceedings where reports were presented and notices of motions were given, Question Period where Senators asked questions of the Government Leader, and Orders of the Day where various bills and reports were debated or adjourned. The sitting also included a motion to hear from parliamentary representatives from Poland and the adjournment of debate on Bill S-205, an act to rationalize Canadian business governance during a financial crisis.
On June 16, 2010, the Senate held tributes for a retiring senator, discussed various reports and motions, questioned the government on international aid, securities regulation, and lighthouse protection, and debated the second reading of Bill S-205 (Governance of Canadian Businesses Emergency Bill) and other legislative matters.
The Senate met on June 16, 2010. The sitting began with tributes to Senator Michael Pitfield, who had resigned. This was followed by routine proceedings where various reports were tabled and notices of motions were given. During Question Period, senators asked questions regarding international cooperation and funding for aid organizations, the creation of a national securities regulator, and the protection of lighthouses. The Senate then moved to "Orders of the Day," where several bills were discussed. Bill S-205, concerning the governance of Canadian businesses during a financial crisis, had its second reading debate continued. Other bills discussed included the Canada-Colombia Free Trade Agreement Implementation Bill, a bill to amend the Museums Act, and a bill to amend the Immigration and Refugee Protection Act and the Federal Courts Act. The Senate also considered and adopted amendments to Bill S-4, concerning family homes on reserves. Finally, debate on a bill to amend the Criminal Code (minimum sentence for offences involving trafficking of persons under eighteen years) was suspended.
During a Senate sitting on October 20, 2010, senators debated Bill S-205, which proposes to cap executive remuneration for Canadian businesses receiving federal financial assistance, alongside other routine parliamentary business.
This Senate sitting on October 20, 2010, included routine proceedings, question period, and orders of the day. A significant portion of the sitting was dedicated to debate on Bill S-205, An Act to provide the means to rationalize the governance of Canadian businesses during the period of national emergency resulting from the global financial crisis that is undermining Canada's economic stability. Senator Hervieux-Payette spoke in favour of the bill at second reading, proposing a cap of $500,000 on the remuneration of officers in Canadian businesses that receive federal loans or bailouts. She argued this measure would increase corporate accountability and restore public confidence following the 2008 financial crisis. Other discussions during the sitting included the long-form census, citizenship week, post-secondary education, the European Union's ban on seal products, and several reports being tabled. The debate on Bill S-205 was adjourned.
On October 20, 2010, the Senate heard statements on various social and policy issues, tabled committee reports, held question period, and continued debate on three bills concerning senatorial selection, First Nations' drinking water, and the governance of Canadian businesses during financial crises.
This document summarizes the Senate's proceedings on October 20, 2010. It includes various statements by senators on topics such as the Duke of Edinburgh Awards, the long-form census, diversity, Citizenship Week, post-secondary education, and the European Union's ban on seal products. Routine proceedings involved tabling reports and the first reading of a bill. Question period focused on the 2011 Census, missing and murdered Aboriginal women and girls, and violence against women. The bulk of the document details ongoing debates at the second reading stage for three bills: the Senatorial Selection Bill (Bill S-8), the Safe Drinking Water for First Nations Bill (Bill S-11), and the Governance of Canadian Businesses Emergency Bill (Bill S-205). Senator Donald H. Oliver presided as Speaker pro tempore.
On December 1, 2010, the Senate observed a silent tribute, heard Senators' statements and questions, and continued debate on several bills, including adjourning the debate on Bill S-205 concerning business governance during a financial crisis.
This artifact is a record of a Senate sitting that took place on December 1, 2010. The sitting included a silent tribute, Senators' statements on various topics, routine proceedings, question period on diverse subjects, and the continuation of debate on several bills. Specifically, debate on Bill S-205, an act to rationalize the governance of Canadian businesses during a national emergency, was adjourned. Debate also continued on a bill to amend the Criminal Code regarding child protection (Bill S-204) and was suspended on a bill concerning the reorganization and privatization of Atomic Energy of Canada Limited (Bill S-225). The Speaker also delivered a ruling on a point of order concerning a committee report on Bill S-216.
During a Senate sitting on February 16, 2011, the second reading debate on Bill S-205 was continued without resolution, alongside other routine proceedings, question period, and ongoing debates on various legislative and inquiry matters.
This artifact is a record of a Senate sitting on February 16, 2011, during the second reading stage of Bill S-205. The sitting included Senators' Statements on various topics, Routine Proceedings where reports were tabled, Question Period addressing issues like Northern food subsidies and foreign aid, and the continuation of debates on several bills and inquiries. Specifically for Bill S-205, the debate at second reading was continued, but no decision was made on the bill during this sitting. The sitting also saw debates on amending the Official Languages Act, a report on lighthouses, an inquiry into government promises, and motions to authorize Senate committees to study healthcare and agricultural research.
We don't have a plain-language summary for Third reading yet. The official source linked below is the full record.
We don't have a plain-language summary for First reading yet. The official source linked below is the full record.
We don't have a plain-language summary for Second reading yet. The official source linked below is the full record.
We don't have a plain-language summary for Consideration in committee yet. The official source linked below is the full record.
We don't have a plain-language summary for Report stage yet. The official source linked below is the full record.
We don't have a plain-language summary for Third reading yet. The official source linked below is the full record.
Debate and sitting links point to official parliamentary sources when LEGISinfo publishes them. Any plain-language discussion summaries should be generated from those official texts and reviewed before public display.
Vote Summary
This bill is still active. We only show vote counts after the legislature publishes a recorded division.
No published representative vote breakdown
This bill is still moving through the process. When a recorded division is published, representative positions can be listed here.
Official sources
Status, sponsor, votes, and timeline on this page are drawn from these official legislative sources and public records. Each summary above is attributed to its own source.
How this data is sourced