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- Amendments to Canada Business Corporations Regulations related to well-being and remuneration as a result of Bill C-97
- Amendments to Canada Business Corporations Regulations and to the Canada Cooperatives Regulations related to Notice-and-Access Procedures as a result of Bill C-25
Amendments to Canada Business Corporations Regulations related to well-being and remuneration as a result of Bill C-97
Enabling act(s)
Canada Business Corporations Act (CBCA)
Description
Bill C-97 Budget Implementation Act, 2019, No. 1, received Royal Assent on June 21, 2019 and made amendments to the CBCA including new disclosure requirements.
The amendments include the following:
- the requirement for prescribed corporations to present their approach on remuneration of directors and senior management to shareholders each year, conduct a non-binding vote on it, and disclose the results;
- the requirement for prescribed corporations to place before shareholders, at every annual meeting, information relating to the recovery of incentive benefits or other benefits paid to directors or senior management; and
- the requirement for prescribed corporations to annually provide shareholders with information regarding the well-being of employees, retirees and pensioners.
There are specifics of each of these requirements that need to be set out in the regulations in order for the provisions to come into force.
Regulatory cooperation efforts (domestic and international)
The proposal is unrelated to a work plan or commitment under a formal regulatory cooperation forum.
Potential impacts on Canadians, including businesses
The amendments are intended to strengthen corporate social responsibility and increase transparency and accountability.
There will be impacts on those corporations that are required to disclose information on well-being and conduct say-on-pay votes. The consultations and analysis of the potential amendments will include potential impacts.
Consultations
A consultation paper was released in January 2021 for a 60-day consultation period. A notice about the consultation was sent to stakeholders and was posted on ISED's website.
The results of the consultations have been analyzed and have brought us to consider launching a targeted consultation with a small group of stakeholders, particularly with regards to the disclosure regarding the well-being of employees, retirees and pensioners.
There will be further opportunity for stakeholder comment if the proposed regulations are published in the Canada Gazette Part 1.
Further information
Information about the publication of the proposed regulations in the Canada Gazette Part 1 will be posted on ISED's website once available.
Departmental contact information
Corporations Canada
Valérie Carpentier
Manager, Policy section
Corporations Canada
ic.corporationscanada.ic@ised-isde.ca
Date the regulatory initiative was first included in the Forward Regulatory Plan
April 2021
Amendments to Canada Business Corporations Regulations and to the Canada Cooperatives Regulations related to Notice-and-Access Procedures as a result of Bill C-25
Enabling act(s)
Canada Business Corporations Act and Canada Cooperatives Act
Description
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, received Royal Assent in May 2018. Most of the provisions in Bill C-25 came into force on Royal Assent or by subsequent Orders-in-Council. The remaining provisions of Bill C-25 that still need to come into force relate to notice-and-access delivery procedures in both the Canada Business Corporations Act and the Canada Cooperatives Act. These notice-and-access statutory provisions require the current regulatory proposal in order to come into force and become operational in the Canada Business Corporations Regulations and the Canada Cooperatives Regulations.
Regulatory cooperation efforts (domestic and international)
The proposal is unrelated to a work plan or commitment under a formal regulatory cooperation forum.
Potential impacts on Canadians, including businesses
The proposed regulations would allow distributing corporations to use a more cost-effective and environmentally friendly delivery mechanism to send certain documents to its shareholders. For cooperatives and non-distributing corporations, the current rules would remain, however, the rules would be prescribed in regulations rather than in the act.
Consultations
Bill C-25 received first reading in the House of Commons on September 28, 2016, and received Royal Assent on May 1, 2018. Proposed regulations related to the Bill were available on ISED's website on December 13, 2016. During that time, stakeholders were invited to comment on the proposals. No comments were received regarding the notice-and-access changes.
There will be further opportunity for stakeholder comment if the proposed regulations are published in the Canada Gazette Part 1.
Further information
Information about the publication of the proposed regulations in the Canada Gazette Part 1 will be posted on ISED's website once available.
Departmental contact information
Corporations Canada
Valérie Carpentier
Manager, Policy section
Corporations Canada
ic.corporationscanada.ic@ised-isde.ca
Date the regulatory initiative was first included in the Forward Regulatory Plan
April 2025
Consult ISED's acts and regulations web page for:
- a list of acts and regulations administered by ISED
- further information on ISED's implementation of government-wide regulatory management initiatives
Consult the following for links to the Cabinet Directive on Regulation and supporting policies and guidance, and for information on government-wide regulatory initiatives implemented by departments and agencies across the Government of Canada:
To learn about upcoming or ongoing consultations on proposed federal regulations, visit: