Bill S-217 explained in plain English
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
Federal Parliament bill summary, status, timeline, sponsor, votes, and official sources.
At a glance
Official Parliament of Canada snapshot for 41st Parliament, 2nd 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-217 would require certain Canadian corporations, financial institutions, and Crown corporations to ensure that at least 40 per cent of their board members are of each sex, implemented gradually over six years.
Bill S-217 proposes to require certain large Canadian corporations, financial institutions, and parent Crown corporations to ensure their boards of directors have a balanced mix of women and men. Specifically, the bill would require that at least 40 per cent of directors be of each sex. For boards with eight or fewer members, the difference between men and women directors cannot be greater than two. The bill applies to: (1) publicly traded corporations under the Canada Business Corporations Act; (2) banks listed in Schedule I of the Bank Act; (3) cooperative credit associations; (4) insurance companies and trust and loan companies that are publicly traded; (5) other federally regulated publicly traded corporations; and (6) parent Crown corporations listed in the Financial Administration Act. The balanced representation requirement would take effect gradually. At the third annual meeting of shareholders (or third year for Crown corporations), boards would need to have at least 20 per cent of each sex. At the sixth annual meeting (or sixth year for Crown corporations), boards would need to meet the full 40 per cent requirement. Companies can apply to delay the third-year deadline by one year if they need to amend their incorporating documents and would face unreasonable hardship. The bill also gives shareholders the right to vote against director candidates (where cumulative voting is not already allowed). Directors elected with more votes against them than for them would serve shorter terms—either 90 days or until a replacement is appointed, whichever is sooner. To enforce these requirements, the bill makes invalid any director elections or appointments that violate the balanced representation rules. It also makes compliance a condition for issuing certificates or letters patent for certain corporate transactions. The bill comes into force 180 days after receiving royal assent.
- Requires publicly traded corporations under the Canada Business Corporations Act to ensure their boards have at least 40 per cent of directors from each sex
- Requires banks listed in Schedule I of the Bank Act to meet the same balanced representation requirement
- Requires cooperative credit associations to meet the same balanced representation requirement
- Requires publicly traded insurance companies to meet the same balanced representation requirement
- Requires publicly traded trust and loan companies to meet the same balanced representation requirement
- Requires other federally regulated publicly traded corporations to meet the same balanced representation requirement
- Requires parent Crown corporations listed in the Financial Administration Act to meet the same balanced representation requirement
- Provides that for boards with eight or fewer members, the difference between male and female directors cannot exceed two
- Implements the balanced representation requirement in two phases: 20 per cent of each sex by year three, and 40 per cent by year six
- Allows a one-year extension to the three-year deadline if a company needs to amend its incorporating documents and would face unreasonable hardship
- Gives shareholders the right to vote for or against individual director candidates (where cumulative voting is not already allowed)
- Provides that directors elected with more votes against them than for them would serve limited terms (90 days or until replaced, whichever is sooner)
- Makes director elections or appointments that violate the balanced representation requirement invalid
- Makes compliance with balanced representation a condition for issuing certificates or letters patent for corporate transactions
- Comes into force 180 days after royal assent
- Publicly traded corporations under the Canada Business Corporations Act that have outstanding securities held by more than one person
- Banks listed in Schedule I of the Bank Act
- Cooperative credit associations regulated by the Cooperative Credit Associations Act
- Publicly traded insurance companies regulated by the Insurance Companies Act
- Publicly traded trust and loan companies regulated by the Trust and Loan Companies Act
- Other federally regulated publicly traded corporations
- Parent Crown corporations listed in Schedule III of the Financial Administration Act
- Shareholders of these corporations who will gain the right to vote against director candidates
- Directors of these corporations who must ensure compliance with balanced representation requirements
- Corporate officers and directors who must make statutory declarations or provide certificates regarding compliance
- Corporations must ensure their boards of directors have at least 40 per cent of directors from each sex by the deadline (with a phased approach requiring 20 per cent by year three)
- For boards with eight or fewer members, the difference between male and female directors cannot exceed two
- Shareholders gain the right to vote for or against individual director candidates in corporations where cumulative voting is not already permitted
- Corporations must complete statutory declarations or provide certificates stating whether they are in compliance with the balanced representation requirement
- Directors elected with more votes against them than for them serve only a 90-day term or until replaced, whichever is sooner
- Vacant director positions resulting from invalid elections must be filled in accordance with the corporation's by-laws or incorporating documents
- Any director elections or appointments that violate the balanced representation requirements are invalid
- Corporations cannot issue certificates or letters patent for certain corporate transactions unless they are in compliance with the balanced representation requirement (except for transactions specifically designed to achieve compliance)
- Corporations seeking to amend their by-laws or incorporating documents may apply for a one-year extension to the three-year deadline if they would face unreasonable hardship
- The Act comes into force 180 days after receiving royal assent
- For most corporations: at the third annual meeting of shareholders after the Act comes into force, boards must have at least 20 per cent of each sex
- For most corporations: at the sixth annual meeting of shareholders after the Act comes into force, boards must meet the full 40 per cent requirement for each sex
- A one-year extension to the three-year deadline is available on application if the corporation needs to amend its incorporating documents
- For parent Crown corporations: the three-year requirement applies by March 31 of the third year after the Act comes into force
- For parent Crown corporations: the six-year requirement applies by March 31 of the sixth year after the Act comes into force
- Any director election or appointment that violates the balanced representation requirement is invalid
- Vacant positions resulting from invalid elections must be filled in accordance with statutory procedures
- Directors elected with more votes against them than for them serve a limited term of 90 days or until replaced, whichever is sooner
- A certificate or letters patent required for certain corporate transactions cannot be issued unless the corporation is in compliance with the balanced representation requirement (except for transactions designed to achieve compliance)
- Corporate actions taken by a board that is not in compliance with the balanced representation requirement are not automatically invalid, but the election or appointment of individual directors in violation of the requirement is invalid
- The bill does not define how 'sex' is to be determined for purposes of the balanced representation requirement—it does not address how individuals identifying as non-binary or having other gender identities would be counted
- The bill does not specify detailed procedures for how the voting rights against director candidates will be exercised in practice or how they interact with proxy voting mechanisms
- The bill does not indicate whether the requirement applies to directors appointed to fill vacancies mid-term or only to directors elected at annual shareholder meetings
- The definition of 'parent Crown corporation' is not provided in the bill itself but refers to those 'listed in Schedule III' of the Financial Administration Act, which is not included in the bill text
- The bill does not specify what remedies are available to shareholders or others if a corporation fails to comply with the balanced representation requirements
- The bill provides for a one-year extension to the three-year deadline in certain circumstances, but the criteria for 'unreasonable hardship' are not clearly defined
- The bill does not address how the requirements apply to corporations that undergo mergers, amalgamations, or reorganizations during the transition period
- The bill does not specify enforcement mechanisms or penalties for corporations that fail to comply with the requirements beyond invalidating elections and refusing to issue certain corporate documents
Adds new requirements for publicly traded corporations to ensure balanced representation of women and men on boards of directors, with a minimum of 40 per cent of each sex. Adds rules allowing shareholders to vote against director candidates and rules for director replacements.
Source: Sections 2-5 of Bill S-217 (adds sections 105.1-105.6, 107.1, and amends sections 260 and 262)
Adds requirements for banks listed in Schedule I to ensure balanced representation of women and men on boards of directors, with a minimum of 40 per cent of each sex. Adds rules allowing shareholders to vote against director candidates.
Source: Sections 6-8 of Bill S-217 (adds sections 159.2-159.6 and 168.2, amends section 216)
Adds requirements for cooperative credit associations to ensure balanced representation of women and men on boards of directors, with a minimum of 40 per cent of each sex. Adds rules allowing associations to govern director elections by bylaw.
Source: Sections 9-11 of Bill S-217 (adds sections 169.1-169.4 and 175.1, amends section 220)
Adds requirements for publicly traded insurance companies to ensure balanced representation of women and men on boards of directors, with a minimum of 40 per cent of each sex. Adds rules allowing shareholders and policyholders to vote against director candidates.
Source: Sections 12-14 of Bill S-217 (adds sections 167.1-167.4 and 176.1, amends section 225)
Adds requirements for publicly traded trust and loan companies to ensure balanced representation of women and men on boards of directors, with a minimum of 40 per cent of each sex. Adds rules allowing shareholders to vote against director candidates.
Source: Sections 15-17 of Bill S-217 (adds sections 163.1-163.4 and 172.1, amends section 221)
Adds requirements for parent Crown corporations listed in Schedule III to ensure balanced representation of women and men on boards of directors, with a minimum of 40 per cent of each sex. Does not include the shareholder voting rights provision that applies to other corporations.
Source: Section 25 of Bill S-217 (adds sections 105.1-105.4)
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-217, aimed at modernizing board composition for balanced gender representation, completed first reading in the Senate on March 26, 2014, and was subsequently referred to committee.
This record shows that Bill S-217, concerning the composition of corporate and Crown corporation boards of directors to ensure balanced representation of men and women, completed its first reading in the Senate on March 26, 2014. It was later referred to a committee on June 19, 2014, and is currently at the stage of consideration in committee. The record also notes major speeches were made during the second reading stage.
In this Senate sitting, Bill S-217, aiming to modernize corporate board composition for gender balance, was introduced and received first reading, with other significant procedural and debate items also occurring.
This artifact is a record of a Senate sitting where Bill S-217, "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," was introduced and given first reading. The sitting also included debates and discussions on other matters such as child soldiers, the International Day of La Francophonie, school physical activity, conflict of interest for senators, various committee reports, budget estimates, and other legislative items. The record details the procedural steps taken for Bill S-217, but does not include a debate or discussion on the bill's content itself during this sitting.
Bill S-217, aiming to modernize corporate boards for balanced gender representation, completed its second reading in the Senate and was referred to committee.
This artifact describes the Senate's second reading stage for Bill S-217, an act to update the composition of corporate and Crown corporation boards to ensure balanced representation of men and women. The stage was completed on June 19, 2014, and the bill was then referred to a committee. The artifact also lists major speeches given during this stage, including those by Senator Céline Hervieux-Payette and Senator Linda Frum, and notes similar bills that have been introduced.
During a Senate sitting on May 1, 2014, the debate on Bill S-217 regarding the modernization of corporate boards was adjourned, alongside other legislative discussions and procedural matters.
On May 1, 2014, the Senate convened for a sitting that included several discussions and procedural actions. Notably, the debate on Bill S-217, 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, was adjourned. The sitting also featured discussions on various other bills and inquiries, including those related to personal information protection, mental health, hunting heritage, and the healthcare system, alongside statements recognizing individuals and current events.
During a Senate debate, Senator Hervieux-Payette sponsored Bill S-217, advocating for balanced gender representation on corporate boards to improve economic performance and address social injustice, before the debate was adjourned.
This Senate debate record from May 1, 2014, primarily focuses on discussions unrelated to Bill S-217. However, within the context of the Senate proceedings, Senator Hervieux-Payette sponsored Bill S-217 and delivered a speech during its second reading debate. She argued for the importance and urgency of integrating women into corporate boards of directors, highlighting the economic and social benefits of balanced gender representation. She noted that while the government had previously committed to creating an advisory council on this issue, progress had been slow. Senator Hervieux-Payette clarified that her bill does not propose quotas but aims for balanced representation, with specific phased targets. She presented arguments and cited studies to support the idea that increased female representation on boards leads to improved economic performance and rectifies a social injustice. The debate on Bill S-217 was adjourned, meaning it was not concluded on this day.
During the Senate's second reading debate on Bill S-217, the discussion was adjourned, while other Senate business proceeded, including tributes and the presentation of reports.
The Senate debated Bill S-217, 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. The debate at the second reading stage was continued. Other proceedings included tributes to Senator Roméo Antonius Dallaire upon his retirement, congratulations to Senator Wilfred P. Moore on receiving an honorary degree, and discussions on various other bills and reports. The Senate also authorized a committee to meet during a sitting and presented several committee reports. Senator Yonah Martin moved the adjournment of the debate on Bill S-217.
On June 19, 2014, the Senate debated the second reading of Bill S-217 concerning gender representation on corporate boards and conducted other legislative and administrative business, concluding with Royal Assent for various bills.
This document details a Senate sitting on June 19, 2014. The primary legislative business discussed was Bill S-217, 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. During the sitting, the Senate debated the second reading of Bill S-217. Other proceedings included tabling reports from various Senate committees, presenting bills, and extending thanks to departing senators. The sitting concluded with Royal Assent being given to several bills.
During a Senate debate on Bill S-217 concerning gender representation on corporate boards, Senator Linda Frum argued against the bill's proposed quotas and sanctions, emphasizing the government's support for women in leadership through other means and highlighting existing progress.
This document is a record of a debate in the Senate on June 19, 2014. While the bill title suggests modernization of corporate boards to ensure balanced representation of women and men, this specific Senate debate at the second reading stage focused on Senator Linda Frum's response to a previous speech. Senator Frum expressed concerns about Bill S-217, arguing that its proposed quotas and sanctions for non-compliance were prescriptive and intrusive. She countered arguments that the government held an 'aggressive view' on women's representation, stating that Conservatives support women in leadership roles and that progress is being made through voluntary initiatives and other means, citing statistics on increasing female representation on corporate boards. She also questioned the logic of imposing federal law on provincially and foreign incorporated companies, and suggested that the bill did not address the true barriers to diversity like networking and mentorship programs. The debate also touched on related issues like the government's initiatives to promote women on boards and the progress in increasing female representation in corporate leadership.
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.
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
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No published representative vote breakdown
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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.
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