Although it continues to push its plan for a cooperative capital markets regulator, the federal government is also adopting measures to encourage corporate governance. The measures were pioneered by existing provincial regulators to improve cooperation with securities regulators in the fight against white collar crime.
In Tuesday’s federal budget, the government reiterates its call on the provinces and territories that have yet to join the cooperative capital markets regulator (CCMR) initiative to get on board. The budget recycles Ottawa’s recent announcement spelling out the latest developments on the CCMR project: the addition of the Yukon Territory to the group of participating provinces (B.C., Ontario, Saskatchewan, New Brunswick and PEI); the plan to appoint the new regulator’s inaugural board; and the expectation that both the necessary legislation and the new authority’s proposed rules will be released for public comment this summer.
However, the budget doesn’t break any new ground in terms of the government’s plans for actually realizing its vision of a new cooperative regulator; nor does it pledge any additional cash to the effort. Once again, the government repeats its invitation to the provinces and territories that aren’t yet participating to join the project. For those that elect to remain outside the cooperative system, the government says that the new regulator will be “a constructive partner… with the ultimate goal of providing efficient access to capital markets.”
The most recent announcement on the CCMR indicates that the government is now not expecting to launch the new authority until the fall of 2016. In the meantime however, the budget indicates that it is planning to create a reporting mechanism between the provincial regulators and FINTRAC (the Financial Transactions and Reports Analysis Centre of Canada). The budget does include a $3 million allocation over four years (starting in 2016-2017) to create a mechanism for FINTRAC to share information with securities regulators. Speaking on background, an official from Finance indicates that it initially intends to build the capacity to exchange information with the provincial regulators, and eventually with the CCMR, if and when that body comes into being.
Finance says that the measure, which will require legislative amendments, is intended to aid in the fight against white-collar crime by allowing the provincial regulators to share information that could indicate money laundering activity. It would also allow FINTRAC to alert the regulators to possible offences involving securities law violations.
Additionally, the budget indicates that the federal government intends to modernize federal corporate legislation to keep up with some of the innovations that have taken place at the provincial securities regulators in recent years in the area of governance. For instance, the government says that it will propose amendments to the Canada Business Corporations Act (CBCA) designed to promote gender diversity among public companies, using the “comply or explain” disclosure model that has been adopted for TSX-listed companies by a number of provincial securities regulators. It says that it’s planning the change in recognition of the fact that “increasing opportunities for women to serve on corporate boards and in leadership roles makes good business sense.”
Other changes to the act will aim to modernize the election processes for corporate directors, and to enhance communications with shareholders. According to a Finance official, these changes will primarily focus on allowing greater use of electronic communications in the election process. It’s also intending to impose an explicit ban on the use of bearer instruments, which can be used to conceal the identity of the owner of securities. Similar amendments will be made to the statutes governing cooperatives and not-profits, the government says.