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Boards of Directors Modernization Act, Bill S-217

On June 19, 2014, 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 – received second reading in the House of Commons and was referred to the Standing Senate Committee on Banking, Trade and Commerce.

If enacted, sections 167.1 and 167.2(2) of the Insurance Companies Act (Canada) (the “Act”) will require that the proportion of a board of directors of a distributing company must be composed of at least forty percent men and women as of the close of the sixth annual meeting of shareholders and policyholders and at least twenty percent as of the close of the third annual meeting, respectively.

Proposed Section 176.1 provides for plurality voting in respect of the election of directors where the Act or the by-laws of a company do not provide for cumulative voting.

We will continue to follow the progress of Bill S-217 and provide relevant updates.

By David H. Kim
Published with permission from Gowling Lafleur Henderson LLP

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