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Budget Implementation Act, 2019, No. 1 (S.C. 2019, c. 29)

Assented to 2019-06-21

PART 4Various Measures (continued)

DIVISION 5Enhancing Retirement Security (continued)

R.S., c. C-36Companies’ Creditors Arrangement Act

136 The Companies’ Creditors Arrangement Act is amended by adding the following after section 11:

Marginal note:Relief reasonably necessary

11.001 An order made under section 11 at the same time as an order made under subsection 11.02(1) or during the period referred to in an order made under that subsection with respect to an initial application shall be limited to relief that is reasonably necessary for the continued operations of the debtor company in the ordinary course of business during that period.

Marginal note:2005, c. 47, s. 128

137 The portion of subsection 11.02(1) of the Act before paragraph (a) is replaced by the following:

Marginal note:Stays, etc. — initial application

  • 11.02 (1) A court may, on an initial application in respect of a debtor company, make an order on any terms that it may impose, effective for the period that the court considers necessary, which period may not be more than 10 days,

138 Section 11.2 of the Act is amended by adding the following after subsection (4):

  • Marginal note:Additional factor — initial application

    (5) When an application is made under subsection (1) at the same time as an initial application referred to in subsection 11.02(1) or during the period referred to in an order made under that subsection, no order shall be made under subsection (1) unless the court is also satisfied that the terms of the loan are limited to what is reasonably necessary for the continued operations of the debtor company in the ordinary course of business during that period.

139 The Act is amended by adding the following after section 11.8:

Marginal note:Disclosure of financial information

  • 11.9 (1) A court may, on any application under this Act in respect of a debtor company, by any person interested in the matter and on notice to any interested person who is likely to be affected by an order made under this section, make an order requiring that person to disclose any aspect of their economic interest in respect of a debtor company, on any terms that the court considers appropriate.

  • Marginal note:Factors to be considered

    (2) In deciding whether to make an order, the court is to consider, among other things,

    • (a) whether the monitor approved the proposed disclosure;

    • (b) whether the disclosed information would enhance the prospects of a viable compromise or arrangement being made in respect of the debtor company; and

    • (c) whether any interested person would be materially prejudiced as a result of the disclosure.

  • Marginal note:Meaning of economic interest

    (3) In this section, economic interest includes

    • (a) a claim, an eligible financial contract, an option or a mortgage, hypothec, pledge, charge, lien or any other security interest;

    • (b) the consideration paid for any right or interest, including those referred to in paragraph (a); or

    • (c) any other prescribed right or interest.

140 The Act is amended by adding the following before the heading “Claims” before section 19:

Duty of Good Faith

Marginal note:Good faith

  • 18.6 (1) Any interested person in any proceedings under this Act shall act in good faith with respect to those proceedings.

  • Marginal note:Good faith — powers of court

    (2) If the court is satisfied that an interested person fails to act in good faith, on application by an interested person, the court may make any order that it considers appropriate in the circumstances.

R.S., c. C-44; 1994, c. 24, s. 1(F)Canada Business Corporations Act

141 Section 122 of the Canada Business Corporations Act is amended by adding the following after subsection (1):

  • Marginal note:Best interests of the corporation

    (1.1) When acting with a view to the best interests of the corporation under paragraph (1)(a), the directors and officers of the corporation may consider, but are not limited to, the following factors:

    • (a) the interests of

      • (i) shareholders,

      • (ii) employees,

      • (iii) retirees and pensioners,

      • (iv) creditors,

      • (v) consumers, and

      • (vi) governments;

    • (b) the environment; and

    • (c) the long-term interests of the corporation.

142 The Act is amended by adding the following after section 125:

Marginal note:Development of an approach on remuneration

125.1 A prescribed corporation shall develop an approach with respect to the remuneration of the directors and employees of the corporation who are “members of senior management” as defined by regulation.

  • 143 (1) The Act is amended by adding the following after section 172:

    PART XIV.1Disclosure Relating to Diversity

    Marginal note:Diversity in corporations

    172.1 The directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the prescribed information respecting diversity among the directors and “members of senior management” as defined by regulation.

    Marginal note:Information to shareholders

    • 172.2 (1) The corporation shall provide the information referred to in section 172.1 to each shareholder, except to a shareholder who has informed the corporation in writing that they do not want to receive that information, by sending the information along with the notice referred to in subsection 135(1) or by making the information available along with a proxy circular referred to in subsection 150(1).

    • Marginal note:Information to Director

      (2) The corporation shall concurrently send the information referred to in section 172.1 to the Director.

  • (2) The heading before section 172.1 of the Act is replaced by the following:

    Disclosure Relating to Diversity, Well-being and Remuneration

  • (3) Section 172.2 of the Act is replaced by the following:

    Marginal note:Information respecting well-being

    172.2 The directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the prescribed information respecting the well-being of employees, retirees and pensioners.

    Marginal note:Recovery of benefits

    172.3 The directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the prescribed information respecting the recovery of incentive benefits or other benefits, which is included in the remuneration referred to in section 125, paid to directors and employees of the corporation who are “members of senior management” as defined by regulation.

    Marginal note:Approach on remuneration

    • 172.4 (1) The directors of a prescribed corporation shall place before the shareholders, at every annual meeting, the approach with respect to remuneration referred to in section 125.1.

    • Marginal note:Non-binding vote

      (2) The shareholders are to vote on the approach placed before them by the directors under subsection (1). The results are not binding on the corporation.

    • Marginal note:Disclosure of results

      (3) The corporation shall disclose the results of the vote to the shareholders.

    Marginal note:Information to shareholders

    • 172.5 (1) The corporation shall provide the information referred to in sections 172.1 to 172.4 to each shareholder, except to a shareholder who has informed the corporation in writing that they do not want to receive that information, by sending the information along with the notice referred to in subsection 135(1) or by making the information available along with a proxy circular referred to in subsection 150(1).

    • Marginal note:Information to Director

      (2) The corporation shall concurrently send the information referred to in sections 172.1 to 172.4 to the Director.

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