Bill S-212 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
This bill would modernize the composition of boards of directors for certain corporations and financial institutions by requiring balanced representation of women and men, and would establish rules for shareholder voting on directors.
This bill, entitled the Boards of Directors Modernization Act, would require certain corporations, financial institutions, and parent Crown corporations to ensure balanced representation of women and men on their boards of directors. Specifically, it aims for at least 40% of directors to be of each sex, with a maximum difference of two between the sexes if the board has eight or fewer members. The bill outlines a phased implementation over six years, with an initial target of 20% representation after three years. It also addresses shareholder voting rights regarding director appointments and includes provisions for deferrals under certain circumstances. The bill would invalidate elections or appointments that do not comply with these new requirements.
- Requires "distributing corporations" under the Canada Business Corporations Act to have at least 40% of directors of each sex on their board, or a maximum difference of two if the board has eight or fewer members. This requirement would be phased in over six years, with an interim target of 20% after three years.
- Requires banks listed in Schedule I of the Bank Act to meet the same gender balance requirements for their boards of directors, phased in over six years.
- Requires cooperative credit associations regulated by the Cooperative Credit Associations Act to meet the same gender balance requirements for their boards of directors, phased in over six years.
- Requires distributing companies regulated by the Insurance Companies Act to meet the same gender balance requirements for their boards of directors, phased in over six years.
- Requires distributing companies regulated by the Trust and Loan Companies Act to meet the same gender balance requirements for their boards of directors, phased in over six years.
- Requires other federally regulated, publicly traded corporations to meet the same gender balance requirements for their boards of directors, phased in over six years.
- Subjects parent Crown corporations listed in Schedule III of the Financial Administration Act to the same gender balance requirements, but without the specific shareholder voting provisions for directors.
- Specifies that if a company's incorporating instrument needs amendment to meet these requirements, the three-year deadline for the 20% target can be extended by one year.
- States that any appointment or election of a director that violates these gender balance provisions would be invalid.
- Provides that acts of a board of directors are not invalid solely because the board's composition does not comply with these sections.
- Introduces provisions for voting on directors in situations where cumulative voting is not provided for in by-laws or the incorporating instrument, including rules for directors elected with more votes against them than for them.
- Distributing corporations as defined by the Canada Business Corporations Act
- Banks listed in Schedule I to the Bank Act
- Cooperative credit associations regulated by the Cooperative Credit Associations Act
- Distributing companies regulated by the Insurance Companies Act
- Distributing companies regulated by the Trust and Loan Companies Act
- Other federally regulated, publicly traded corporations
- Parent Crown corporations listed in Schedule III to the Financial Administration Act
- Shareholders of these corporations
- Directors of these corporations
- The Director appointed under the Canada Business Corporations Act
- The Superintendent (of financial institutions)
- Corporations and financial institutions must ensure at least 40% of their directors are of each sex.
- If a board has eight or fewer members, the difference in the number of directors of each sex cannot be more than two.
- Shareholders have the right to vote against a candidate for a director's position in certain corporations.
- The Director or Superintendent may grant a deferral for compliance with interim targets under specific hardship conditions.
- The Act comes into force 180 days after receiving Royal Assent.
- The gender balance requirements apply as of the close of the sixth annual meeting of shareholders after the Act comes into force.
- An interim requirement of at least 20% representation of each sex applies as of the close of the third annual meeting of shareholders after the Act comes into force.
- For parent Crown corporations, the requirements apply as of March 31 of the sixth year after the Act comes into force, with an interim target of 20% by March 31 of the third year.
- Any appointment or election of a director in violation of the gender balance requirements is invalid.
- The issuance of certificates or letters patent may be conditional on compliance with these gender balance requirements.
- The bill does not specify which specific provincial securities legislation defines a 'reporting issuer' for the purposes of Part 3.
- The bill does not detail the process for filling a vacant director position if an election is invalidated, beyond stating it should be done according to existing by-laws or the act of incorporation.
- The bill does not explicitly state the consequences for a parent Crown corporation if its board composition violates the gender balance requirements, other than that the appointment is invalid and the position must be filled.
Adds new sections (105.1 to 105.6) to define 'distributing corporation' and establish gender balance requirements for its board of directors, including phased implementation, rules for smaller boards, and provisions for deferrals. It also amends section 260 regarding the appointment of a Director and section 262 concerning compliance with these new requirements.
Source: Section 2, 5
Adds new sections (159.2 to 159.6) to define 'bank' and establish gender balance requirements for its board of directors, including phased implementation, rules for smaller boards, and provisions for deferrals. It also amends section 216 concerning the issuance of letters patent.
Source: Section 6, 8
Adds new sections (168.2, 169.1 to 169.4) to establish gender balance requirements for the board of directors of an association, including phased implementation, rules for smaller boards, and provisions for deferrals. It also amends section 225 concerning the issuance of letters patent.
Source: Section 9, 11
Adds new sections (167.1 to 167.4) to establish gender balance requirements for the board of directors of a distributing company, including phased implementation, rules for smaller boards, and provisions for deferrals. It also amends section 225 concerning the issuance of letters patent.
Source: Section 12, 14
Adds new sections (163.1 to 163.4) to establish gender balance requirements for the board of directors of a distributing company, including phased implementation, rules for smaller boards, and provisions for deferrals. It also amends section 221 concerning the issuance of letters patent.
Source: Section 15, 17
Adds new sections (105.1 to 105.4) to establish gender balance requirements for the board of directors of parent Crown corporations, including phased implementation and rules for smaller boards.
Source: Section 25
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-212, an act to modernize corporate board composition for balanced gender representation, completed first reading in the Senate in November 2013 but was later dropped from the Order Paper in February 2014.
Bill S-212, titled the "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," had its first reading in the Senate on November 27, 2013. However, this bill was later removed from the Senate's Order Paper on February 26, 2014, and was not proceeded with.
The Senate sat on November 27, 2013, to hear tributes for retiring Senator Gerald J. Comeau, introduce Bill S-212, and discuss various other matters including shipbuilding, privacy, and Indigenous education.
This artifact is a record of a Senate sitting on November 27, 2013. The primary focus of the sitting was the retirement of Senator Gerald J. Comeau, with multiple senators offering tributes to his long and distinguished career. During the sitting, Bill S-212, an Act to modernize the composition of corporate boards to ensure balanced representation of women and men, was introduced and received first reading. Other discussions included the National Shipbuilding Procurement Strategy, the Bell Canada privacy policy, legal aid, organ donation, and First Nation education. Several notices of motion were also presented.
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 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