Bill S-238 explained in plain English
An Act to establish gender parity on the board of directors of certain corporations, financial institutions and parent Crown corporations
Federal Parliament bill summary, status, timeline, sponsor, votes, and official sources.
At a glance
Official Parliament of Canada snapshot for 40th 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-238 requires Canadian corporations, financial institutions, and parent Crown corporations to achieve gender parity (equal representation of women and men) on their boards of directors, with compliance required at director elections or appointments starting at the second annual meeting after the bill comes into force.
Bill S-238, titled the Board of Directors Gender Parity Act, requires certain Canadian corporations, financial institutions, and parent Crown corporations to achieve equal representation of women and men on their boards of directors. The bill applies to: - Distributing corporations under the Canada Business Corporations Act that have issued securities held by more than one person - Banks listed in Schedule I of the Bank Act - Insurance and trust and loan companies that are distributing companies - Cooperative credit associations - Other publicly traded corporations (including those that have filed prospectuses, have securities listed on stock exchanges, or resulted from mergers or reorganizations) - Parent Crown corporations listed in Schedule III of the Financial Administration Act The bill requires that when directors are elected or appointed, the board must consist of either 50% women (if there is an even number of directors) or have a difference of one between the number of women and men directors (if there is an odd number). For most corporations and financial institutions, this requirement applies starting at the second annual meeting after the bill comes into force. Organizations can apply for a one-year deferral to the third annual meeting if amending their governing documents and complying earlier would cause undue hardship. For parent Crown corporations, the requirement applies three years after the bill comes into force. The bill enforces compliance by making it a condition for issuing certificates, letters patent, or exercising regulatory powers needed to approve certain corporate actions. Directors must sign declarations or certificates confirming compliance when articles or statements are submitted. Acts of the board remain valid even if the board is temporarily not in compliance with the gender parity requirement. The bill comes into force 180 days after receiving royal assent.
- Requires distributing corporations under the Canada Business Corporations Act to have 50% women directors (if even number of directors) or a difference of one between women and men directors (if odd number) immediately after any director election or appointment
- Requires banks listed in Schedule I of the Bank Act to achieve the same gender parity composition on their boards
- Requires insurance companies and trust and loan companies that are distributing companies to achieve the same gender parity composition
- Requires cooperative credit associations to achieve the same gender parity composition on their boards
- Requires other publicly traded corporations (defined as reporting issuers, corporations that have filed prospectuses, or corporations with securities listed on stock exchanges) to achieve the same gender parity composition
- Requires parent Crown corporations listed in Schedule III of the Financial Administration Act to achieve the same gender parity composition on their boards
- Sets the effective date for most corporations and financial institutions as the second annual meeting after the bill comes into force
- Sets the effective date for parent Crown corporations as three years after the bill comes into force
- Allows organizations to apply for a deferral to the third annual meeting if complying earlier would require amending their governing documents and cause undue hardship
- Makes compliance with gender parity a condition for issuing certificates under the Canada Business Corporations Act or letters patent under banking and insurance legislation
- Requires directors or officers to file statutory declarations or certificates confirming whether their organizations have complied with the parity requirement
- Preserves the validity of board actions even if the board composition temporarily does not meet the parity requirement
- Comes into force 180 days after receiving royal assent
- Distributing corporations under the Canada Business Corporations Act with issued securities held by more than one person
- Banks listed in Schedule I of the Bank Act
- Insurance companies that are distributing companies
- Trust and loan companies that are distributing companies
- Cooperative credit associations
- Publicly traded corporations (including those that are reporting issuers, have filed prospectuses, have securities listed on stock exchanges, or resulted from mergers or reorganizations)
- Parent Crown corporations listed in Schedule III of the Financial Administration Act
- Directors and officers of these organizations who must file compliance declarations
- Shareholders and policyholders of these organizations who participate in director elections or appointments
- Regulators (the Director under the Canada Business Corporations Act, the Superintendent of Financial Institutions under banking and insurance legislation, and the Minister under the Financial Administration Act) who administer compliance requirements
- Organizations must ensure their board of directors achieves gender parity (50% women if even number of directors; difference of one if odd number) immediately after any director election or appointment
- Organizations must submit statutory declarations or certificates confirming compliance or non-compliance with parity requirements when articles or statements are filed
- Organizations can apply to the Director or Superintendent for a one-year deferral of the compliance deadline if amending their governing documents and complying earlier would cause undue hardship
- Regulators cannot issue certificates or letters patent for corporate actions unless the organization is in compliance with parity requirements, except where the action itself enables compliance
- Board actions remain valid and enforceable even if the board composition does not meet parity requirements
- The parity requirement does not apply to corporations listed in any schedule to the Financial Administration Act (other than parent Crown corporations) or to corporations subject to exemptions under provincial securities legislation
- The Act comes into force 180 days after receiving royal assent (Section 19)
- For most corporations and financial institutions (distributing corporations, banks, insurance companies, trust and loan companies, cooperative credit associations, and other publicly traded corporations), the gender parity requirement applies starting at the second annual meeting of shareholders following the day the relevant provision comes into force
- For parent Crown corporations, the gender parity requirement applies three years after the relevant provision comes into force
- Organizations can apply for a deferral to the third annual meeting of shareholders (one year later) if compliance would require amending governing documents and cause undue hardship
- The Director or relevant Superintendent cannot issue a certificate or letters patent needed to effect certain corporate actions (such as amendments, reorganizations, or proposals) unless the organization is in compliance with gender parity requirements
- This condition applies except where the action being approved would enable the organization to achieve compliance
- Failure to achieve compliance when required would prevent organizations from obtaining regulatory approvals needed to implement board changes or other corporate actions
- The bill does not specify monetary penalties or criminal sanctions for non-compliance
- The bill does not define what constitutes 'undue hardship' for purposes of granting deferrals - this will be determined by regulators on a case-by-case basis
- The bill does not specify how gender is to be determined or what options are available for individuals who do not identify as exclusively male or female
- The bill does not address how the parity requirement applies to board vacancies that occur between elections or appointments
- The bill does not specify monetary penalties or other consequences beyond denial of regulatory certificates or letters patent for non-compliance
- The bill does not clarify how the parity requirement applies to special or restricted share classes or voting trusts that may affect director selection
- The bill provides that board actions remain valid even if the board is not in compliance, but does not clarify the status of specific decisions or their enforceability
- The application of the bill to 'other publicly traded corporations' depends partly on definitions in the Canada Business Corporations Regulations, 2001, which are not included in the bill text
- The bill does not specify transition rules for boards that are currently out of balance or how existing directors should be affected
Adds new sections 105.1, 105.2, and 105.3 requiring gender parity on boards of distributing corporations, allowing deferrals for undue hardship, and confirming that board actions remain valid despite composition not meeting requirements. Amends section 260 to clarify the Director's authority and section 262 to require compliance declarations when articles are submitted.
Source: Clause 2, 3, 4
Adds new sections 159.1 and 159.2 requiring gender parity on boards of Schedule I banks, allowing deferrals for undue hardship. Amends section 216 to make letters patent conditional on compliance with parity requirements.
Source: Clause 5, 6
Adds new sections 169.1 and 169.2 requiring gender parity on association boards, allowing deferrals for undue hardship. Amends section 220 to make letters patent conditional on compliance with parity requirements.
Source: Clause 7, 8
Adds new sections 167.1 and 167.2 requiring gender parity on boards of distributing insurance companies, allowing deferrals for undue hardship. Amends section 225 to make letters patent conditional on compliance with parity requirements.
Source: Clause 9, 10
Adds new sections 163.1 and 163.2 requiring gender parity on boards of distributing trust and loan companies, allowing deferrals for undue hardship. Amends section 221 to make letters patent conditional on compliance with parity requirements.
Source: Clause 11, 12
Adds new section 105.1 requiring gender parity on boards of parent Crown corporations listed in Schedule III, with a three-year transition period before the requirement applies.
Source: Clause 18
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-238, concerning gender parity on corporate boards, completed its first reading in the Senate on June 2, 2009, and proceeded to second reading with debate continuing through late 2009.
This record describes the initial procedural steps for Bill S-238 in the Senate. The bill, titled 'An Act to establish gender parity on the board of directors of certain corporations, financial institutions and parent Crown corporations,' had its first reading on June 2, 2009. It then proceeded to second reading, with the sponsor's speech taking place on June 4, 2009, and further debate occurring on October 8 and December 2, 2009. The current status indicated is 'At second reading in the Senate.'
During a Senate sitting on June 2, 2009, Bill S-238 received its first reading, other Senate business was conducted, and a point of order was raised regarding parliamentary privilege related to a previous press conference, while a committee heard from the President of Inuit Tapiriit Kanatami.
On June 2, 2009, in the Senate, Bill S-238, an Act to establish gender parity on the board of directors of certain corporations, financial institutions and parent Crown corporations, was introduced and received its first reading. The Senate also conducted routine proceedings, heard senators' statements on various topics, and addressed government business including other bills and committee reports. During the sitting, a point of order was raised regarding the timing and communication of a press conference about a different Senate term limits bill (Bill S-7), with concerns expressed about a potential breach of parliamentary privilege. Additionally, a significant portion of the sitting involved a Committee of the Whole hearing with Mary Simon, President of Inuit Tapiriit Kanatami, discussing various issues affecting Inuit communities and reconciliation efforts.
Bill S-238, aiming to establish gender parity on certain corporate boards, was undergoing debate at its second reading in the Senate in December 2009.
This record indicates that Bill S-238, concerning gender parity on corporate boards, was at the second reading stage in the Senate as of December 2, 2009. The latest activity noted is a debate at second reading on that date. The bill had its first reading on June 2, 2009, and its second reading began on June 4, 2009, with a speech from the sponsor.
The Senate debated Bill S-238, aimed at establishing gender parity on corporate boards, with the bill's sponsor explaining its purpose and citing evidence of low female representation, while acknowledging some dissenting views.
On June 4, 2009, the Senate debated Bill S-238, An Act to establish gender parity on the board of directors of certain corporations, financial institutions and parent Crown corporations. Senator Céline Hervieux-Payette introduced the bill, explaining its purpose is to ensure equal representation of men and women on the boards of directors of publicly traded corporations, financial institutions, and federal Crown corporations. She cited a 2008 Catalyst study indicating low representation of women on corporate boards in Canada and highlighted similar legislation passed in Quebec and other European nations. The debate included discussion on the benefits of diversity in business and some concerns raised by a notable investor, Stephen Jarislowsky, regarding the competence of women on boards, which was countered with statistics on women's educational attainment and arguments from business leaders and the Premier of Quebec. The debate was adjourned to allow for further consideration.
In the Senate, the debate on Bill S-238, aiming to establish gender parity on corporate boards, was adjourned after the sponsor highlighted the need for such legislation and presented supporting data.
On June 4, 2009, the Senate of Canada debated Bill S-238, "An Act to establish gender parity on the board of directors of certain corporations, financial institutions and parent Crown corporations." Senator Céline Hervieux-Payette spoke in favour of the bill, explaining its purpose to ensure equal representation of men and women on the boards of publicly traded corporations, financial institutions, and federal Crown corporations. She cited studies showing low representation of women on corporate boards in Canada and argued that gender parity would improve corporate performance. She also noted similar legislation in Quebec and European countries, and countered arguments against the bill by referencing data on women's educational attainment and citing the expertise of women in business. The debate was adjourned, meaning the bill was not passed at this stage.
On October 8, 2009, the Senate convened to discuss various committee reports, address questions during Question Period, and continue the debate on Bill S-238, the Board of Directors Gender Parity Bill, which was adjourned.
On October 8, 2009, the Senate met. After opening remarks, the Senate dealt with routine proceedings, including tabling reports from various committees and presenting the eleventh report of the Standing Senate Committee on Legal and Constitutional Affairs regarding amendments to Bill C-25, An Act to amend the Criminal Code. Question Period followed, where senators raised issues regarding retirement income adequacy, federal fisheries department services in Nova Scotia, Employment Insurance for long-tenured and seasonal workers, Canada's response to the global recession, the regulation of video lottery terminals, and electricity production targets. The Senate then proceeded to "Orders of the Day." During this time, the second reading debate for Bill S-238, the Board of Directors Gender Parity Bill, was continued and then adjourned. Other bills also had their second reading debates adjourned or continued. The Senate also adopted the second report (interim) of the Standing Senate Committee on Human Rights and a motion to recognize the "Famous Five" as honorary senators. The sitting concluded with an agreement to adjourn until October 20, 2009.
The Senate debated the second reading of Bill S-238 but did not complete the discussion, adjourning the debate to a later time.
On December 2, 2009, the Senate debated Bill S-238, An Act to establish gender parity on the board of directors of certain corporations, financial institutions and parent Crown corporations. The debate was not completed and was adjourned to a future date. The Senate also addressed other matters, including the tabling of reports, notices of motions, questions regarding various government programs and policies, and debates on other bills.
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