2002 Legislative Session: 3rd Session, 37th Parliament

HANSARD

The following electronic version is for informational purposes

only.

The printed version remains the official version.

Official Report of

DEBATES OF THE LEGISLATIVE ASSEMBLY

(Hansard)

TUESDAY, OCTOBER 8, 2002

Afternoon Sitting

Volume 8, Number 14

CONTENTS

Routine

Proceedings

Page

Introductions by Members

Introduction and First Reading of Bills

Drinking Water Protection Amendment Act, 2002 (Bill 61)

Hon. J. Murray

Tabling Documents

Insurance Corporation of British Columbia,

report on revised Surrey Second City project budget

Statements (Standing Order 25 B )

Technology industry in B.C.

J. Les

Zero-waste policy at B.C. Summer Games in Nanaimo

M. Hunter

Sustainability of health care system

R. Hawes

Oral Questions

Federal aid for B.C. forest workers

P. Bell

Hon. M. de Jong

Reference-based drug pricing and Pharmacare program

J. Kwan

Hon. S. Hawkins

Mining industry in B.C.

B. Bennett

Hon. R. Neufeld

Reference-based drug pricing and Pharmacare program

J. MacPhail

Hon. S. Hawkins

Laying of charges in alleged race-related incident

T. Bhullar

Hon. G. Plant

Second Reading of Bills

Health Authorities Amendment Act, 2002 (Bill 60)

(continued)

V. Roddick

P. Bell

J. MacPhail

Hon. G. Collins

Hon. S. Hawkins

Committee of the Whole House

Business Corporations Act (Bill 47)

J. MacPhail

Hon. G. Collins

Report and Third Reading of Bills

Business Corporations Act (Bill 47)

[ Page 3827 ]

TUESDAY, OCTOBER 8, 2002

The House

met at 2:05 p.m.

Introductions by Members

Weisbeck: In the House today, representing the Canadian Association of

Insurance and Financial Advisers, are Mr. Ron Russell from Kelowna and Niall

Murphy from Tsawwassen. Would the House please make them welcome.

Hon. L.

Reid: I have three lovely women I want to bring to the attention of this

House today. The first is Taylor Ellyn James, the brand-new daughter and lovely

representative of our Clerk. She was born September 26. The second is my mother,

who makes my life much, much easier. Catherine Reid is joining us. The little,

tiny soul there is Olivia Reid-Friesen. I'd ask the House to please make them

welcome.

Hon. G.

Cheema: In the gallery we have Patrick Storey, who is the chair of the

Minister's Advisory Council on Mental Health. Patrick joined me today in the

official opening of Seven Oaks, the new psych facility in Saanich. Patrick is a

valuable asset for mental health in this province. Would the House please make

him welcome.

Visser: In the House today is somebody I got to know a year and a half ago,

who became addicted to politics and now is working as an office assistant for

the caucus. Would the House please make a young and energetic woman, Lyssa

Marcil, welcome today.

Hon. G.

Collins: I want to take the opportunity to welcome a couple of people to the

precinct today. First of all, in the gallery are my mother-in-law and

father-in-law, Barb and Ron Cox from Fort Qu'Appelle, Saskatchewan. More

importantly, they're not just my in-laws anymore; they're also the grandparents

of my son, Thomas John Mathew, who is in the middle of feeding and crying, so

he's not going to be in the gallery. He's down in my office today, along with my

wife and his mother, Wendy Cox. I would ask the House to make them all very

welcome.

P. Bell:

Joining us in the gallery is one of our most capable assistants in the Whip's

office — keeps us all in line. Would the House please make Walter King very

welcome.

Introduction and

First Reading of Bills

DRINKING WATER PROTECTION

AMENDMENT ACT, 2002

Hon.

J. Murray presented a message from Her Honour the Lieutenant-Governor: a bill

intituled Drinking Water Protection Amendment Act, 2002.

Hon. J.

Murray: I move that Bill 61 be read a first time now.

Motion

approved.

Hon. J.

Murray: In developing this legislation, we have worked with our partners and

stakeholders and listened to British Columbians. I'm pleased to introduce this

bill today on behalf of the Hon. Colin Hansen, Minister of Health Services.

This bill

improves the planning, monitoring and accountability for drinking water in our

province. These amendments safeguard the quality of drinking water and human

health for British Columbians. Clearly, the protection of drinking water is a

health issue. This legislation strengthens accountability and provides for a

more effective and efficient drinking water system. We know that most British

Columbians already enjoy safe, clean drinking water. However, we are putting

stronger measures in place to ensure better planning and greater accountability

and high-quality drinking water for all British Columbians.

Our

government established an independent panel to review the Drinking Water

Protection Act and make recommendations on its effectiveness. Based on this

review and other studies and consultations, our government announced a $16

million drinking water action plan for British Columbia this June. As promised

in this action plan, we are introducing these amendments to strengthen drinking

water legislation and the protection of human health in British Columbia.

[1410]

I move that

the bill be placed on orders of the day for second reading at the next sitting

of the House after today.

Bill 61

introduced, read a first time and ordered to be placed on orders of the day for

second reading at the next sitting of the House after today.

Tabling Documents

Hon. G.

Collins: As required by

section 14 of the Budget Transparency and

Accountability Amendment Act, 2002, the Insurance Corporation of British

Columbia is disclosing an increase in the budget for the Surrey central city

project. The Ministry of Finance became aware of the budget change in the third

week of September. On August 13, the board of ICBC Properties Ltd. approved a

plan to support a $59 million increase to the budget for the Surrey central city

project.

This

increased the acquisition and development budget from $253 million to $312

million. The budget increase will enable ICBC Properties Ltd. to offer and

develop leasehold improvements in order to secure long-term tenants. I'd like to

table those documents today.

[ Page 3828 ]

Statements

(Standing Order 25b)

TECHNOLOGY INDUSTRY IN B.C.

J. Les: Recently

the Canadian accounting firm of Deloitte and Touche Inc. released its annual

report of the 50 fastest-growing technology companies in Canada based on

percentage revenue growth over five years. Of particular interest was the fact

that almost 25 percent of these companies are based in British Columbia. This is

a remarkable achievement not only for these companies but also for the

technology sector in British Columbia, which is increasingly successful and at

the forefront of technological innovation.

I will

quickly mention three examples. QLT Ltd., based in Vancouver, is a global

biopharmaceutical company dedicated to the discovery, development and

commercialization of innovative therapies to treat cancer, eye diseases and

immune disorders. Bridges.com Inc. is based in Kelowna and is North America's

leading supplier of career information services, training and self-directed

career and educational planning tools. Creo Products Inc., based in Burnaby, is

a global company with key strengths in imaging and software technology.

These are

just a few of the numerous examples of the success of technology companies in

British Columbia. We anticipate that with the improved business environment

which is now a reality in British Columbia, we will witness many more successes

in B.C.'s technology sector. The actions our government has taken to cut

personal and business taxes, reduce regulation and allow greater flexibility in

employment standards have all been important and positive changes for this

industry, enabling these companies to attract new investment and new talent to

British Columbia.

Our

government is committed to developing the future leaders of the global

technology community by doubling the annual number of graduates in computer

science and electrical and computer engineering within five years and extending

high-speed, broadband Internet access to every community in British Columbia.

The technology sector in British Columbia is world-class, and with the

supportive policies of our government I am sure it will continue to thrive,

prosper and lead the world.

ZERO-WASTE POLICY AT

B.C. SUMMER GAMES IN NANAIMO

Hunter: The weekend of August 2 to 4, 2002, saw Nanaimo host the best B.C.

Summer Games ever. This is my opportunity to publicly thank all the citizens of

Nanaimo and the mid-Island region who spent hundreds of hours organizing the

games and volunteering. Over 4,000 people volunteered to assist the over 4,000

athletes, coaches, parents and supporters who descended upon Nanaimo that first

weekend of August. Volunteering meant getting up at 4 o'clock in the morning to

prepare breakfasts at numerous locations to feed hungry teenage participants. It

meant going to bed long after midnight for hundreds who kept the 28 different

venues clean and prepared. It meant meeting and greeting flights from around the

province through the night. Volunteering meant helping B.C.'s young athletes to

meet and beat the competition and to be the best they can be.

Apart from

athletic prowess, the B.C. 2002 Summer Games in Nanaimo set significant

standards in environmental protection — standards that this House should

recognize and applaud. The 2002 B.C. Summer Games were the greenest ever. They

were the first zero-waste games, and with the cooperation of the Nanaimo

Recycling Exchange Society, the regional district of Nanaimo, the city of

Nanaimo, school district 68 and several corporate sponsors, the total waste

produced by the participants and spectators during the entire four-day event

amounted to only 520 kilograms.

[1415]

The 3,600

kilograms of organic waste, food, paper and wood that were collected were sent

for composting, and 3,200 kilograms of cardboard and plastic were collected for

recycling. Over 17,000 paper, glass and plastic containers were collected and

sorted.

To put that

in context, the average Nanaimo household produces about 26.5 kilos of garbage

per month, about 250 grams per person. To have well over 4,000 people producing

only a fraction of this amount, about 1/5 by my calculation, represents a huge

success for those who organized and ran the zero-waste program. I would like to

thank those people, all the sponsors, environmental stewards, participants and

spectators at the games for demonstrating their commitment to environmental

awareness and recycling.

SUSTAINABILITY OF

HEALTH CARE SYSTEM

Hawes: Mr. Speaker, I, like you and many in this House and thousands across

the province, am a member of the grey army. We're the baby-boomers, and we're

marching steadily toward senior status. Never have the ramifications of this

been clearer to me than last year when David Baxter gave his speech at the

health congress that was held. David Baxter is a noted demographer from the

Urban Futures Institute of Vancouver, and he gave a speech in which he outlined

where we stand demographically in this province.

He put a

graph up on the board at the congress that showed very clearly the problems we

face in health care as we all move through to the most expensive time in our

lives as far as health care is concerned. The graph looked like a mushroom

cloud, and the top of the mushroom was us, the baby-boomers, as we move through.

The stem of the mushroom was our kids, who are going to have to pay for an

unsustainable health care system unless fundamental change is made.

I'm really

pleased to say that for the first time in a decade, planning is taking place in

this province, planning that's going to make sure the system we have is

[ Page 3829 ]

sustainable. Today, however, I want to call on the residents of my riding, my

constituents, to work with me and with the Ministers of Health to try to plan a

system that's going to be sustainable, one that is going to provide protection

for those of us in the grey army but at the same time not lay a burden on the

backs of our kids that they just simply can't sustain.

Oral Questions

FEDERAL AID FOR B.C. FOREST WORKERS

P. Bell:

The American duties on softwood lumber have devastated families and left entire

communities questioning their future. Just today, Abitibi-Consolidated in

Mackenzie announced a temporary closure. This morning Mackenzie and all the

other forest-dependent communities were further distressed to learn of the

woefully inadequate aid package offered by the federal government. Can the

Minister of Forests tell the forest workers of British Columbia how he intends

to respond to this inadequate aid package?

Hon. M.

de Jong: The response we have seen from Ottawa today after more than a year

of toing and froing is, in my view, wholly inadequate. It signals, sadly, that

that government, at this point at least, does not understand the extent of the

devastation being wrought on this industry, described in part by the member

opposite.

It is not,

as federal officials are attempting to characterize, a $250 million aid package.

A sizable portion of that has nothing whatsoever to do with the softwood lumber

dispute situation. It does not, in my view, adequately address the pine beetle

infestation that plagues much of the province. In that respect, it is only a

third of a joint submission developed by our officials and officials in Ottawa.

It is

lacking in two ways. The overall amount, when you compare it to comparable

situations that have existed elsewhere in this country, pales by comparison, and

it misses the mark in a key way. The Premier, in discussions with the Prime

Minister, myself, members of the IWA and the industry, time and time again

emphasized to the federal government the need to address the pension-bridging

issue. It does not do that, and that, I'm afraid, does not bode well for this

package or the things it will achieve.

[1420]

Mr.

Speaker: The member for Prince George North has a supplementary question.

P. Bell:

While an inadequate aid package is certainly necessary to reduce the damage of

these unfair duties, a lasting solution is still required. Can the Minister of

Forests update British Columbians on the status of the talks with the Americans?

Hon. M.

de Jong: Members will know that early last week the Premier and I attended,

with provincial officials, in Washington where a series of meetings took place.

The Premier met with the Vice-President, Ambassador Zoellick and members of the

U.S. lumber coalition. In the moment I have here, I will only say that I cannot

hold out any sense of false hope. We are not on the cusp of some major

breakthrough, in my mind, this week or next week.

I do get a

sense, given how this dispute has played out in the U.S. — the price of

lumber, what is happening to American producers — that there is a different

attitude that in my view will foster, or shows the promise of fostering, the

types of more meaningful discussions that have not taken place. We will, I want

to assure the member, explore as a provincial government and continue to explore

every possible avenue to arriving at that essential negotiated solution.

REFERENCE-BASED DRUG PRICING

AND PHARMACARE PROGRAM

J. Kwan:

On January 1 seniors in British Columbia will have to pay thousands more for

medicine through an ill-conceived and heartless Pharmacare income-testing

system. Don't be misled, though. This government isn't protecting the poor. It

is downloading up to $400 million in costs onto seniors, many on fixed incomes.

The

Ministers of Health say they have no option, but over a year ago the

parliamentary committee on health care told them they should keep the

reference-based pricing program. They told them it saves Pharmacare $25 million

on just three classes of drugs. They said the government should expand

reference-based pricing as a first line of defence against rising costs.

Can the

Minister of Health Planning tell us why she plans to gouge seniors when members

of her own caucus recommended that the reference-based pricing program should be

expanded?

Hon. S.

Hawkins: We are working very hard to make sure the Pharmacare program is

fair and that it's equitable and to make sure there's drug coverage for the

people that need it the most. Frankly, this member knows and her colleague knows

that there are pressures facing Pharmacare. We want to make sure that program is

sustainable. We committed to reviewing the reference-based pricing policy. The

policy still stands.

We're

looking at the options that the panel that reviewed it put forward. Pharmacare

is taking a look at the whole program, and they're looking at the options that

were in that program. I'm not going to prejudge what the considerations around

those options are, but when we have good information, we will certainly put it

forward. For now, the reference-based policy stands.

Mr.

Speaker: The member for Vancouver–Mount Pleasant has a supplementary

question.

J. Kwan:

In 12 weeks the government will be bringing in its income-testing scheme, but it

is stalling any attempt to control costs by keeping prescription costs

[ Page 3830 ]

affordable. Today in the gallery we're joined by Pamela and some seniors —

some friends, seniors from Victoria. Pamela counts on the Pharmacare program to

make ends meet. Last year the Minister of Health Planning spent thousands of tax

dollars on a panel to look at the reference-based pricing program. The panel

report has been sitting on the minister's desk for weeks, and while she stalls,

the government is moving at a breakneck speed to gouge seniors.

Can the

minister tell Pamela and seniors in this House why that report has been kept a

secret? What does the minister not want Pamela and others to know?

Hon. S.

Hawkins: We did get a report from the panel. There was a variety of options

presented. Pharmacare is now looking at those options. We're working to try and

make that program fair and equitable for everybody. We want to make sure that

the most vulnerable are protected, that they get the drug coverage they need,

and that includes low-income seniors.

MINING INDUSTRY IN B.C.

Bennett: I would like to ask the Minister of Energy and Mines a question

today that goes to how, in fact, government finds the scarce dollars to pay for

health care. It's a question that the opposition, when they were in government,

failed to answer.

[1425]

In my

riding of East Kootenay there are five working mines. We have about 2,500

workers and their families that are supported by those mines. Those miners earn

about $75,000 a year. Those are good jobs. That mining industry in my riding

puts about $1.4 billion a year into the provincial economy. That's a lot of

money for health care.

However, on

the other side of the ledger, we're losing more mines every year than we're

gaining. We're losing mining jobs. I'd like to ask the Minister of Energy and

Mines what steps he's taken to reverse the decline in mining in B.C.

Hon. R.

Neufeld: Yes, unfortunately, for ten years — a decade — the previous

administration did everything they could do to discourage mining in British

Columbia, mining that once was so great in the province. This government is

determined and the Premier is determined to bring it back into British Columbia

so that it can continue to bring revenue to the province, so we can provide

health care and education.

The first

thing that happened was that the Minister of Finance, when we became government,

cut taxes. He cut personal taxes by 25 percent, which put $1 billion more into

every working person's pocket — $1 billion. The next was a cut to the

corporate tax to bring it from 16.5 percent to 13.5 percent, which was the

standard in neighbouring jurisdictions. He eliminated the corporate capital tax,

eliminated….

Interjection.

Hon. R.

Neufeld: Yes, you can clap.

eliminated the sales tax on machinery and for equipment working in the oil and

gas industry and in the mining industry — all messages to the industry that we

wanted them to come back to British Columbia.

My ministry

has worked hard to reduce regulations, reduce the paperwork, reduce the red tape

that industry has to go through to get a mine started. We have instigated a

two-zone system, where it says that in British Columbia there are places where

you can mine and places where you can't mine.

In response

to you, we're doing everything we can to get mining back in British Columbia.

REFERENCE-BASED DRUG PRICING

AND PHARMACARE PROGRAM

MacPhail: What the minister didn't say was that investment in mining is down

this year in this province over 2001.

Mr.

Speaker, this government promised openness but won't even come straight with a

senior citizen. Seniors want to know why the Liberals are targeting them and not

the predatory practices of the drug industry. Could it be because Hal Stovall

and his drug company Eli Lilly gave the Liberal election machine $14,000? Is it

because John Kelly and his drug company GlaxoSmithKline gave the Liberal

election machine over $30,000, or that Don Hardie and his drug company Aventis

Pharma gave over $16,000?

Pamela

can't afford to make big donations, and now she's being ignored. Again to the

minister: can she explain why she's meeting and her government's meeting behind

closed doors with the drug industry and ignoring recommendations to expand

reference-based pricing, which will save thousands of seniors like Pamela from

financial ruin?

Hon. S.

Hawkins: I'm always surprised when this member has the nerve to stand up and

defend and protect patients when it was her government and her as minister that

destroyed health care for the last ten years here. In fact, we've got a

Pharmacare program that's growing at 14 to 17 percent a year. I believe that

when we took over the books, they had only budgeted for a 2 percent lift when

they knew that it was 14 to 17 percent that it was growing at. You know, that

was not very open and transparent.

We are

looking at making a Pharmacare program that is fair and equitable, that works,

that's sustainable, that is there for the most vulnerable. We are looking at all

options to get us there. This member, when she stands up and says that she

thinks we're not protecting patient care…. In fact, we are. They didn't.

Mr.

Speaker: The Leader of the Opposition has a supplementary question.

[1430]

MacPhail: Almost three-quarters of British Columbians think this government

is doing a lousy job on

[ Page 3831 ]

health care. Perhaps it's because the Minister of Finance answered the

question properly. He said that they're meeting with the drug industry to save

money. It's not about health care. It's not about health care at all.

The

Liberals have one standard of openness for their industry political donors and

another for average British Columbians like Pamela. Yet they're picking the

wrong fight if they think seniors are going to roll over and accept this

betrayal.

By the

Liberals' own admission, reference-based pricing saves money and keeps people

healthy, but it's something the drug companies don't like. Will the minister

today commit to scrubbing the income-testing scheme that her government has

announced, open the books to the public, release the report that's been on her

desk for six months and start paying attention to the needs of seniors like

Pamela?

Hon. S.

Hawkins: You know, for ten years we saw her government apply band-aids and

quick fixes when the system really needed life support and blood transfusions.

Guess what. We're trying to build a system and regain a system that is

sustainable, affordable and that will be able to provide services into the

future. That means we have to look at every area of the Pharmacare program, and

we are doing that.

committed to reviewing policies. One in specific was the reference-based pricing

policy. We're doing that. I have the report. Pharmacare is carefully looking at

the options. I'm not going to shoot from the hip and prejudge what the

considerations are going to be. It's a very complex program. We're going to make

sure that it is there for the most vulnerable, as I said, and that includes

low-income seniors. I've made that commitment.

LAYING OF CHARGES IN

ALLEGED RACE-RELATED INCIDENT

Bhullar: It has long been a parliamentary tradition that the Attorney

General holds a special position in the executive council. He plays two roles.

The first one is chief law officer to the executive council, and the second one

is guardian of the public interest, something akin to a judicial role.

In the

early morning hours of June 15, 2002, a cab driver, Kulwinder Parhar, was

allegedly brutally attacked on the basis of his race. The alleged perpetrator

turned out to be a Vancouver city police officer off duty. Some four months have

gone by, and charges have still not been laid. Can the Attorney General inform

this House whether or not charges are going to be laid and if so, when will they

be laid?

Hon. G.

Plant: I respect the member's interest in the subject. Indeed, the issue,

I'm sure, is one of concern to all members. However, in our system, as the

member knows as a lawyer, I do not make decisions about when charges are to be

laid. Prosecutors act independently. As is also the case, the police in our

system are independent from political interference, and they too operate in a

way that ensures that they are independent.

We also

have in place many institutions and structures that are intended to protect the

public interest to ensure that the very important and onerous responsibilities

which the police and prosecutors bear are adequately protected. That includes a

wide range of opportunities for people to complain and/or pursue the issues that

the member himself is pursuing here on the floor.

I respect

the member's interest in the subject. I will certainly make inquiries, but as

the member himself knows, I am not the person charged by law with the

responsibility for preferring or laying charges in any particular case, subject

of course to the Crown Counsel Act.

[End of question period.]

Orders of the Day

Hon. G.

Collins: I call continued debate on second reading of Bill 60.

[1435]

Second Reading of Bills

HEALTH AUTHORITIES

AMENDMENT ACT, 2002

(continued)

Roddick: I rise today to add my support to Bill 60. After ten years of

neglect and mismanagement, the government is now putting plans in place to make

our health care in British Columbia sustainable.

This bill

is a housecleaning bill to tidy up the existing legislation pertaining to the

reduction of the health regions from 52 to five, which was one of the key

recommendations from the Select Standing Committee on Health, Patients First .

We have

never had a Minister of Health Planning. As my colleague stated earlier today,

it was never more than one day at a time. This government has added another

billion dollars to health care. We now have a three-year roll-out budget,

long-term planning worked on to ensure that our health care system continues

well into the future. Change is always difficult, but the health authorities are

working to save a broken system.

Communications

have been difficult, but communities and their concerns are being heard, and the

positive input from communities such as Delta South are contributing to the

encouragement of flexibility to our long-term plans that meet both the health

authority's plans and the community needs.

I applaud

both ministries, of health care services and of long-term planning, the

Government Caucus Committee on Health and the Select Standing Committee on

Health for their efforts to deliver a health care system that does put patients

first and creates a seamless system throughout the province.

communities, we are not islands but part and parcel of our province and

ultimately our country. The

[ Page 3832 ]

Premiers of our provinces are all working together to save what is unique in

the developed world and enshrined in our Canada Health Act. We need our federal

government's help. We need our federal government to return to the table to

rebuild and work together so that we can have a delivery system that is

affordable and sustainable.

There are

many aspects of health care that are not taken into consideration. Just a small

example: retirement of people from one part of Canada to the Vancouver-Victoria

coastal area. They've spent their whole working life paying taxes in another

part of Canada and come here to retire when they need health care and the cost

is the greatest. We need to address these transfers from province to province.

This is just one small issue to be tackled.

[1440]

Our Delta

Hospital is one of those hospitals under this type of gun. An aging population

with no growth in the younger population to help pay for services is a rapidly

increasing issue everywhere. This is why we must proceed positively together —

government, both federal and provincial, the health authority and, most

importantly, our valuable communities — to ensure we create and deliver

workable health care for everyone.

I want to

thank my constituents, the Delta Hospital Auxiliary Society, the Delta Hospital

Foundation and the Save the Delta Hospital Society for their tireless positive

input that I know is being looked at by all health authorities not only for

Delta Hospital but for hospitals around the province. Together we can accomplish

our goal. This is not a dream. Thanks to everyone's hard work, seamless,

sustainable health care under this government will be a reality.

P. Bell:

I, too, rise in support of Bill 60. I think this, however, is just a very small

part of the complete changes that we are making to the health care system.

Certainly, I think we've made tremendous headway, particularly in my end of the

world in the northern part of the province.

I think

it's worth reviewing some of the key challenges that we've accepted and some of

the things we've done to improve the system. A few weeks ago I drafted up a

document which I circulated to many of my constituents, which kind of

highlighted some of the key changes we've made in the health care system that

have benefited the north. Certainly this one, which is reflected in the bill

simply by the change of a couple of names within the act, is reflective, though,

moving from 52 different health care authorities throughout the province down to

six, which I think is significant. In my riding it created a critical mass that

has dramatically improved health care in Prince George and the surrounding area.

It's given us the ability to attract a larger number of physicians, and we've

been able to shorten wait-lists, increase beds and so on. It's been quite

amazing, actually, how quickly things have changed.

Some of the

key challenges that we've taken on and found solutions to in terms of the north.

The initial one was reinstating an LPN program at the College of New Caledonia

in Prince George. They received 32 students in September of 2001, and 30 of

those 32 students successfully graduated. I attended the graduating ceremonies

just a month or so ago, and almost all of those individuals at this point are

currently working in the system in the north, particularly in Vanderhoof and

Prince George.

We have

continued to fund a series of RN refresher programs. They have been very

successful. I believe there were nine students graduated from the refresher

program about five or six months ago, and I believe eight of those nine are

currently working in the Prince George area.

Something

that I find very exciting is the funding of the physician training program in

the north as a cooperative venture between UBC and UNBC, which I think has been

huge. Clearly, that started as a result of a rally at the multiplex in Prince

George a number of years ago. There were about 7,000 people who attended that

rally, and today I'm pleased to be able to tell you that we're in the early

processes of hiring staff for that training program. We'll be putting folks

through that training program and virtually doubling the number of physician

training spaces in the province. The UNBC program, I think, will focus

principally on general practitioners, which will be very much of use to rural

communities. Many physicians today graduate and move on to specialist programs,

and although that's wonderful for urban British Columbia and very important, it

is also critically important for us to have generalists, and that's what this

program is going to focus on.

[1445]

There's

been huge savings in terms of moving from 52 different health authorities down

to the six throughout the province. As I'm sure you can appreciate, we've

eliminated a lot of the redundancies in terms of the staffing costs that are

associated with having 52 different health authorities, and many of those health

authorities were covering very small areas of population. It made a great deal

of sense to follow referral patterns and bring those health authorities

together. It's certainly worked well for us.

The other

thing we often hear about is that we've cut health care. We say it over and over

again, but it just seems like it never registers that we have not in fact cut

health care. We increased the budget by $1.1 billion upon entering office. How

that can possibly be construed as a cut I'm really not sure.

A couple of

other things have been significant in terms of rural opportunities. In September

2001 we launched the B.C. Bedline. I can tell you that in my constituency

office, we use that tool on an ongoing basis to help constituents move into

different health care facilities so that they can get the attention they need

right away, as opposed to waiting through longer wait-lists. I can tell you from

personal experience that my father-in-law had a knee operation, and it only

required about a month and a half wait time to have that. We had looked into it

a couple of years prior to us entering office, and the wait time at that

particular point

[ Page 3833 ]

was three years in the Prince George area to get a knee replacement.

Certainly, there have been significant improvements there.

Finally, I

would just like to highlight another initiative this government has taken that I

think is significant. That is the telehealth pilot project in Terrace and

Cranbrook. It gives local physicians the ability to work with specialists in

other parts of the province and use technology to work with those patients so

that they don't have to travel back and forth.

The long

and the short of it is that I'm very supportive of the changes that we've made

to the health care system. I think they've been significant. This bill is a

relatively simple one, but I wanted to take this opportunity in the House to

fully support all the changes that we've made and certainly this individual

change.

MacPhail: When the Minister of Health Services introduced Bill 60 at first

reading, he said that these were housekeeping changes. When the Minister of

Health Planning addressed the issue at second reading, she said that these were

housekeeping changes. I think we have discovered the method by which we can

invoke debate amongst the government caucus members. Introduce housekeeping

changes, and everybody will rise up and talk about those housekeeping changes.

Let's be

clear. We've been talking about this for several hours now — the Liberal

caucus members — and I'm very happy about that. Before anybody on that side

starts to despair that I'm going to be critical, I welcome the debate. I think

it is wonderful that the government caucus members are rising up to debate

legislation. It's a good first step. Housekeeping changes — a comma here, a

deletion of a word there, a reference change there — are a great first start.

I am

thrilled. The member for Maple Ridge–Mission went on at length. In fact, I

think if you actually look at the debate, it's probably more than he's spoken on

any other piece of legislation.

You know,

unlike yesterday, when we had to adjourn at 3:45 p.m. because the government ran

out of business…. I feel so badly because there were — what? — several

hours that we could have debated important legislation. Housekeeping is a good

start. I'm thrilled. I regret the fact that we had to leave here at 3:45 p.m.

yesterday, because I guess nothing provoked the interest of the backbench like

housekeeping changes do.

[1450]

But there's

good news. There's more legislation to debate. I can hardly wait now that the

precedent has been set with this wonderful participation by the backbench. We'll

be able to debate the drinking water legislation, the Human Rights Code

Amendment Act. That's still there.

Now, those

aren't housekeeping changes, but the precedent has been set, and I welcome it, I

have to tell you. For the Workers Compensation Act, there are changes awaiting

that. The Transportation Investment Act — my gosh, I can hardly wait to stand

up and hear from the backbenchers on those matters, because it turns out that

transportation infrastructure is extremely important to all of the members who

are sitting here. The enthusiasm of a changed comma, the deletion of a word here

— it's wonderful what will invoke the enthusiasm of the government caucus

member.

Now, maybe

it was the way the Medical Services Arbitration Act, which ripped up the

collective agreement of doctors…. Maybe it was the fact that there weren't

housekeeping changes in it that didn't allow any backbenchers to stand up and

speak to it. Maybe the Sustainable Resource Management Statutes Amendment Act,

which changes inexorably the way land use planning occurs in this province….

Maybe it was the way it was written that didn't provoke any interest. You know,

the Waste Management Amendment Act, the Environment Management Amendment Act….

I think all

those ministers need to take guidance on how this bill was drafted, because then

they'll finally capture the hearts and minds of the Liberal government caucus

members and will be able to provoke debate. I say to the Minister of Human

Resources: for those hours and hours the opposition debated the changes to —

let's see; what is this government calling it? — the disabilities act, the

changes we had to welfare, etc., that this government introduced, and not one

single…. Well, that's not true. That's not true.

A couple of

MLAs from the government side did stand up to debate that legislation, the

Employment and Assistance Act and the Employment and Assistance for Persons with

Disabilities Act. British Columbians, people with disabilities who rely on their

monthly cheques, lived in fear of having those monthly supports cut, and the

government caucus sat silent. Maybe the Minister of Human Resources needs to

look at how this bill was drafted to provoke the interest of the government

caucus members on behalf of their constituents.

Everything

that happened in that debate raised by the opposition members about the cuts

that people with disabilities were going to suffer has come true. It's not like

the debate wasn't right; it wasn't like the debate was out of order. Those

issues were raised. In fact, everything that the opposition predicted was going

to happen in cuts to the most vulnerable in society has come true. I applaud the

Minister of Health Services, for even though he admits they were housekeeping

changes, he has captured his government caucus colleagues so that they could

stand up and say something. If only we'd had that piece of legislation

yesterday, we would have been able to do some productive work rather than

adjourning due to lack of business, lack of government agenda, at 3:45.

The changes

deleting reference to "community" that this government caucus has

found so laudable, the placements of new commas that this government caucus has

found so interesting, the change that deletes the reference to the Minister of

Finance and Corporate Relations and replaces it with the "minister charged

with the administration of the Financial Administration Act…." Take

heart, you over there who are introducing radical, extreme legislation — you

executive council

[ Page 3834 ]

members. You can't provoke any discussion in the chamber where all of the

public can see. Take heart; take guidance from this legislation.

[1455]

Well, is it

housekeeping? Of course it is. It's absolutely housekeeping. The radical,

extreme changes this government introduced to the regional health authorities

have provoked an unprecedented disapproval rating by the public in government's

management of health care — unprecedented. It's about half the approval rating

of the lowest point of approval in the previous government. I know that this is

a new….

Interjections.

MacPhail: That's exactly right. I know that this is a new statistic, because

the media failed to report on it.

Interjections.

Mr.

Speaker: Order, please. Order, please.

MacPhail: When asked in September, "Do you approve of the direction the

provincial Liberal government is moving in with health care," an

unprecedented low of 27 percent said: "I approve or somewhat approve."

In fact, the pollster at the time, Ipsos-Reid, said it was an unprecedented low

rate of approval in the health care system. I'm glad I've had the opportunity

under a housekeeping bill to raise that point, because of course even though the

public knows, even though British Columbians know exactly what a poor job this

government is doing on health care, somehow the media forgot to report it.

It's

interesting that this government and the government caucus members seem to think

they've done such a wonderful job. The public is not buying it. Well, could it

be that the health care system as designed by this government is in a state of

chaos? CEOs are changing at the top. Regional health authorities now sweep from

Fort St. John over to Prince Rupert. Emergency rooms are being shut down and

replaced with a phone that doesn't work. Could it be that seniors are being

booted out of their nursing homes and there's no plan in place to assist them

with proper care? Could it be that the Minister of Health Planning sits on a

report that she's had for six months, analyzing a drug program that saves tens

of millions of dollars every year, that probably will be recommended to expand,

and she doesn't want to release that report, because that would offend their

great drug company political donors?

Instead,

they want to….

Interjection.

MacPhail: I'm sorry, Mr. Speaker. I'm not sure what the Minister of Finance

is saying to me, but it sounded like threatening language. I heard the term

"whack." Did I? If not, I withdraw. I thought he said he'd whack the

hell out of me with it. Sorry, Mr. Speaker.

Mr.

Speaker: Hon. member.

MacPhail: Did the minister not say that?

Interjections.

Mr.

Speaker: Order, please.

Interjections.

MacPhail: Did the minister say that or not?

Interjections.

Mr.

Speaker: Order, please. Order, please. I didn't hear any such language, hon.

member. Please continue the debate.

MacPhail: The Minister of Finance said he was going to whack the hell out of

me with something.

Mr.

Speaker: Please continue the debate.

[1500]

MacPhail: It is interesting to see how wired up and personal this Minister

of Finance gets, when the minister stands there — from his seat, actually —

and heckles on such an important occasion, when indeed I'm the only one to stand

up here and actually put the facts on the record about what happens. The fact

that the Minister of Finance uses such language and undermines people who

actually need medication speaks volumes about this government. It is outrageous

that he would not have learned about the importance of valuing all people in

this province, regardless of their health conditions.

I look

forward to a proper parliamentary discussion from the Minister of Finance.

Perhaps he's smarting from yesterday as Government House Leader, when he had no

business to do here whatsoever and when, in fact, the reason why the government

caucus bench had to rise up to rag the puck on their own bill was because there

was no business to do today either — none. That's why.

Interjection.

Mr.

Speaker: Order, please. Order. Let us return to second reading of Bill 60.

MacPhail: That is exactly what I am addressing here completely. Methinks the

executive council on the other side heckles in order to avoid the real issues.

That is, this government has an unprecedented low approval rating of their

radical, extreme changes to the health care system. Seventy-three percent of

British Columbians think they're doing a lousy job in health care. Perhaps it's

because they like to stand up and talk about the $1.1 billion they put in health

care.

Well, my

gosh. What possible benefit does that have to people who need the emergency room

of St.

[ Page 3835 ]

Bartholomew's? What possible benefit does that have to the nursing homes that

are being shut down and replaced with nothing? What possible benefit does that

have to the seniors who are paying hundreds of dollars more for their drugs now

than they did previously? What possible benefit does that have to young people

who are having anti-smoking programs cut by the regional health boards? What

possible benefit do their radical, extreme changes to the health care system and

the regionalization of the health care system have for people who have diabetes

and are at greater medical risk because of the cuts this government has made in

health care services? What possible claim can this government caucus make that

$1.1 billion has made people better off from a health care point of view?

It's okay,

because we have a baseline upon which we can go. This government that we have in

power today released a report showing that British Columbians, up until they

took over, were amongst the healthiest in all of Canada. In fact, throughout the

1990s they made huge health gains in the lowering of infant mortality, the

lowering of cancer deaths and the raising of the longevity of all of us. Life

expectancy increased to the highest in all of Canada.

The

government's own Progress Board, amongst its ten indicators of how well British

Columbia does, listed health outcomes as greatly improved throughout the 1990s

and that we were at the top in all of Canada's health outcome. We've got that

baseline now, and we'll see how wonderful these new plans do that this

government has introduced.

These

radical changes to regionalization are not working. Why aren't they working?

It's because this government wanted to bring about less community involvement.

We see that today with the legislation. Any reference to community is deleted,

and there's good reason for that. The people now running the health care system

have no community base whatsoever, no community roots. They're business people,

and all they care about is the cost, the bottom line of health care.

[1505]

The CEO of

the Vancouver coastal health authority now — probably a very, very skilled

woman in running a business in the forest sector — is running the Vancouver

coastal health authority. The chair of the Vancouver coastal health authority is

reported to have said: "Patient care, forests, trees — they all have a

bottom line." That's the new system that's in place. We've had how many

changes amongst CEOs — I'm sure the Finance minister will want to stand up and

talk about that — since their government has taken over?

Is the

system working? Is regionalization working well in the Minister of Health

Planning's own riding? Is Kelowna General doing well? My gosh, I think Kelowna

General was declared by itself to be in a state of crisis last week. How is

regionalization helping that?

The

prebudget consultation committee. I just recently — okay, a couple of hours

ago — finished reading the reports from Nelson, from Kelowna, from Kamloops.

Everywhere that committee went, they heard that health care is in a state of

crisis.

understand the need for exciting drafting of legislation to provoke proper and

thorough debate in this Legislature, so take guidance on how housekeeping can do

that. But I expect the next step amongst government caucus members is that

they'll debate the real issues as they come forward, that the next step will be

what the real consequences are of the substantive, extreme, radical legislation

that's being introduced and passed — rammed through by this government.

Mr.

Speaker: Debate on second reading of Bill 60 continues with the Government

House Leader.

Hon. G.

Collins: I just wanted to comment a little bit, if I could, on the somewhat

hysterical rant by the member opposite who, whenever at a loss for something to

say, plays the victim.

Let me talk

a little bit about some of the things that happened in health care before the

election, some of the things that happened since the election and some of the

things that the previous NDP government wasn't telling the people of British

Columbia as they went into the last election. I think it helps to play a little

bit and to put a bit of context around some of the changes that have happened to

the health care system since the election and how perhaps some members who were

here for ten years or so under the previous government — particularly when

that member was the Minister of Health and the Minister of Finance — find it

somewhat difficult to listen to the comments she makes and the kinds of

accusations she throws around the Legislature.

First of

all, the member talks about how wonderful the health care system was in British

Columbia before the election. I think, if I could perhaps remind her, that

British Columbia's health care system was in a crisis before the last election.

It was a building crisis, and it was building year after year, month after

month, day after day. Certainly, members who sit in this House, many of whom

were elected for the first time, were well aware of the crisis the health care

system was in and that there were difficulties being faced in all areas of the

province.

There's a

saying that I like to quote from time to time, and it's from Mark Twain. It's

something to the effect that everybody likes progress, but it's change they

can't stand. The health care system needs to change. The member talked about the

$1.1 billion — actually, I think she derided the 1.1 billion new dollars —

that were put into the health care budget over the last year or so and said it's

had no impact on anybody. Well, the reason that it hasn't solved the problems of

health care is because what every government in the country has learned is that

more money alone won't solve the health care problems. We have huge demands on

the health care resources, massive demands on the health care resources.

If we put

the money into the health care system that the doctors are asking for, that the

nurses were demanding with the 60 percent wage demand, and if we

[ Page 3836 ]

put the money into the health care system to pay the HEU workers what that

public sector union wants and what every other union leader has been asking for,

for the last number of years, we could put $4 billion or $5 billion more into

the health care system, and not one thing would change. In fact, it would

probably get worse.

[1510]

What we

need to do is look at the health care system, make sure we're administering it

in the most efficient and effective way possible, taking dollars where we can

save them — whether that is trying to manage down the costs of the Pharmacare

system by speaking to all the participants, as this government has been trying

to do to manage those costs down — so we can put the savings back into better

service for the people who rely upon the system. That's what we're going to do.

If that's what it's going to take, then that's what we're going to do.

The bill

before us is relatively a housekeeping piece of legislation. The member seems to

think it's more than that.

The change

to the structure in the regionalization of the health care system was designed

to make sure we had the minimum dollars possible in the administration and the

overhead and the bureaucratic budget of the health care system and as much money

as possible going into patient care in the hospitals and in the health care

system. That's what it's about. It's also making sure that we actually know what

we're doing and that we're administering the system properly.

I can tell

you, after inheriting this portfolio after the election, one of the first things

I was informed of by the new Minister of Health Services was that despite a huge

increase — about $800 million — in the health care budget several months

before, the system was looking for about another $800 million. I asked the

question: "Well, where has it gone? Where was it spent? How much have we

spent already?" The Ministry of Health couldn't tell us, because they

didn't know.

We had 52

health regions around British Columbia, all of them with CEOs and boards of

directors and administrators and executive directors and program directors, some

of them administering health care for health authorities and for populations as

small as 2,000 people. It was just not an efficient, effective use of the

dollars that are going into the health care budget.

What we did

was look around North America. We looked around Canada. We looked here in

British Columbia. We consulted with people who had been working in the health

care sector for a number of years, and we said: "How do we get a grip on

this monstrosity and make sure we manage it in a professional, efficient way so

we actually know where the dollars are going and make sure we can direct those

dollars to patient care?"

We did

restructure the health care system. There are now six health care authorities,

five regional and one provincewide. It's interesting, because other provinces

are coming to British Columbia to find out how they can improve their

administrative structure. They look at British Columbia, and they see we're

doing exactly the things they need to be doing in their provinces if they're

going to get a grip on their health care budget.

I want to

spend a moment, if I can, debunking some of the ridiculous rhetoric that was

spouted by the member opposite in her rant a few minutes ago. She talked about

how the health care system was so great prior to and right up to the last

election. What she didn't tell us today, nor did they tell us during the

election, was that they had forecast in their budget, their balanced budget —

yet again a balanced budget — a growth rate in the Pharmacare budget of 2

percent. The Pharmacare budget in health care hasn't grown in single digits

ever, let alone last year. It's the fastest-growing expense in government, just

head and shoulders above everything else.

What we

have to try and do is look at that Pharmacare budget and say: is Pharmacare

something the people of British Columbia want? Yeah, it is. Is it important? You

bet it's important. Do we have to change it to make sure it's there a year from

now, two years from now, five years from now, 20 years from now? Absolutely, it

has to change. That's why we went out and looked at reference-based pricing.

We've got that information. It's one component of how we look at Pharmacare.

We're considering it. We're looking at that. We're also looking at — as we

announced in the early spring in the service plan for the Ministry of Health —

income testing for the Pharmacare budget so that we make sure the dollars are

going to those that need them the most. We're also looking for any opportunity

we can to save money there so that the system is sustainable and it's there

years from now. We're consulting with everybody.

I am very

offended by the member opposite when she somehow accuses the government of

meeting behind closed doors with the drug companies and how it's a terrible

thing to meet with one sector, the people who provide the pharmaceuticals, in

order to accommodate people in British Columbia and provide for their health

care. Yeah, we're going to meet with them, and we're going to meet with seniors,

and we're going to meet with other people. We're going to meet with physicians.

We're going to meet with anybody who's got any sort of good ideas on how we can

get that Pharmacare budget under control and make it sustainable.

[1515]

She stands

up and attacks those businesses as if they're somehow less legitimate than any

other business that's here in British Columbia. You know, I'm sure the people of

British Columbia want a health care system that has pharmaceuticals that are

available to them, that can help them live a healthy lifestyle and have a

healthier future. That requires people to give their lives and their energies

and their efforts to create those pharmaceuticals that are there for people.

That is an

industry that the previous government had a horrific relationship with because

all they did was use them as scapegoats and blame them for every

[ Page 3837 ]

error, every problem there is in the health care system in the entire world.

No participant in health care is without room for improvement. Everybody has to

do that. That's why we're going to meet with them, and we're going to talk to

them.

[H. Long in the chair.]

I am

particularly offended, however, by the member opposite somehow tying political

contributions with whether or not certain policies are going to be made and

somehow trying to create links between the government and these big, bad

pharmaceutical companies.

I normally

wouldn't do this, but I want to raise this issue, because I think it's important

and to put in context what the member said. One of the staff, a gentleman I have

immense respect for who works in the former minister's — the member of the

opposition's — office here, David Perry, is a guy who I think is as honest as

the day is long, works hard and has lots to contribute to the public process. He

left government when she resigned as the Minister of Finance and went and worked

for the drug companies. Do I hold that against him? No. I hope he provides some

perspective to the member opposite, but given her rant against the

pharmaceutical companies today in the House, I wonder if she has bothered to

talk to him.

Interjection.

Hon. G.

Collins: As my colleague mentions, he's back, and he works here in the

Legislature for the member opposite. I have great respect for him. I'm sure he's

got ideas. She should listen to them.

It's a

little hard to have her stand up in the House and slag the companies when she's

got that relationship. I think if I were to somehow cast aspersions on the fact

that David Perry, who I have a lot of respect for, worked for the pharmaceutical

companies, it would be as bad as her raising the issues that she did in the way

she did.

I think we

have to have that dialogue. Everybody has a role. Perhaps she should go back and

get some advice and listen to what he might have to say.

I want to

talk a little bit about some of the other things that she said. She talked about

the government's lack of approval in what we're doing in health care. Well, 77

percent of British Columbians thought the NDP did a lousy job in ten years of

managing the government of British Columbia, and they threw them out of office.

I know that if the NDP ever could have been at the mid-40s in polling over the

last decade, they would have called an election — like that.

When you

consider the mess we've had to clean up, when you consider the challenges in

health care that we haven't shied away from but have taken head on and tried to

solve, when you consider the tough decisions that every single member of this

Legislature and every single member of the government caucus I know for sure has

had to make in the GCC committees and caucus meetings that we have as we grapple

with these issues…. When I think of the work they've done and the tough

decisions they've had to make and how difficult it is to penetrate through the

media back to citizens and communities about what it is we're trying to achieve

and why it's so important…. When you look at what we've done and you consider

that we're still in the mid- to high 40s in the polls, whatever polls are worth,

it's absolutely remarkable.

What it

says to me is that despite the rhetoric of the NDP, despite the rhetoric of the

public sector union leaders that at every opportunity stand on the front step of

the Legislature here and complain about anything this government does, despite

the difficulty in trying to communicate that back to British Columbians, British

Columbians get it. They understand what a mess this province was in over the

last decade. They know tough decisions have to be made. They want us to do it in

a fair way. They want us to talk to them about it. That's what this government's

doing. We won't shy away from doing it.

I'm proud

of the things that we've done in the health care system to try and sustain it,

because I believe it's the right system. I believe it needs to be there for

British Columbians in the years ahead. If this government doesn't do the things

that are necessary, it won't be there, and then the people really won't be very

happy.

Hon. S.

Hawkins: I, for one, have appreciated the comments made by members from

across the province, from different parts of the province. Although the Leader

of the Opposition might think the changes reflected in the bill are

insignificant, what I heard from members was that changes to the system were

quite significant, were very positive steps, and that we're moving in the right

direction.

[1520]

Certainly,

going from 52 malfunctioning health authorities down to six that are better

managed and have the ability to have better coordination and use resources more

effectively and efficiently and focus them right at patients is something I

heard from members across the province. Certainly, the bill addresses the fact

that we did reorganize the health care governance in the province in a very

major positive way.

I look

forward to more comments in committee stage. At this time, I move second

reading.

Motion

approved.

Hon. S.

Hawkins: I'll now move that the bill be referred to a Committee of the Whole

House to be considered at the next sitting of the House after today.

Bill 60,

Health Authorities Amendment Act, 2002, read a second time and referred to a

Committee of the Whole House for consideration at the next sitting of the House

after today.

Hon. G.

Collins: I call committee stage debate of Bill 47.

[ Page 3838 ]

Committee of the Whole House

BUSINESS CORPORATIONS ACT

The House

in Committee of the Whole (Section

B) on Bill 47; H. Long in the chair.

The

committee met at 3:22 p.m.

Hon. G.

Collins: I'm aware that the member for Vancouver-Hastings had some questions

that she wanted to ask on this. Perhaps we can just slow the House down or

recess for a moment until her arrival.

The

Chair: The committee will take a five-minute recess.

The

committee recessed from 3:23 p.m. to 3:25 p.m.

[H. Long in the chair.]

On

section

MacPhail: Mr. Chair, we have had a briefing on this from ministry staff, so

we will be discussing only the areas of substantive change. The first area of

substantive change starts with

part 3, division 4.

The

Chair: Shall sections 1 to 71 pass?

MacPhail: Oh, I'm sorry. Please, my apologies. I had one question on

section

63. My apologies for that.

Sections 1

to 62 inclusive approved.

section

MacPhail: Thank you for your indulgence, Mr. Chair.

The

substantive change here — and I'll explain it for the record — deals with

shares with par value from the current Company Act, the one in existence now,

section 42(1). It says that no shares with par value may be allotted or issued

except at a price for or consideration at least equal to the product of the

number of shares allotted or issued multiplied by their par value. Bill 47,

under this section, changes this. It says that the issue price for a share with

par value must be set by the directors' resolution and at a value equal to or

greater than the par value of the share. Now, let me just ask this. This is

similar to Bill 85, which was passed in the last parliament. Can the minister

explain why he brought about this change in this fashion?

Hon. G.

Collins: We're struggling a bit with the question, but I will try and answer

as best I can. My understanding is that the former wording said "shall not

be issued at a value less than…." The new wording says "must be

issued at a value greater than or equal to…." So greater than or equal to

is sort of the same thing as not less than, if I remember my math correctly.

It's a difference in wording. I'm asking if we've got a drafter to say why the

wording would need to be different, but it doesn't change anything, in my

understanding. It says the same thing, just using different wording.

MacPhail: Well, what the change was, was that there was a formula in place.

The number of shares allotted or issued multiplied by their par value. That's a

formula. It's been replaced by the language that says "at a value equal to

or greater than the par value of the share." It just has an identification

of one share, the value of one share.

Is there no

change? I mean, you have a formula, and then you have just one share being

valued.

[1530]

Hon. G.

Collins: My understanding is that this doesn't change anything as far as the

way the valuation of the shares will be done or the requirement for definition

of what a par value means. It's different wording, but the outcome is the same.

I don't know what more assurance I can give than that.

MacPhail: Well, these questions were pulled from a briefing that we received

about substantive changes. If the minister is now saying these aren't

substantive changes, that's fine, except that they were suggested as substantive

changes.

The

question was related to shares with par value. What change does this have to

shares without par value?

Hon. G.

Collins: In fact, that's where the substantive change is, in

section 72,

which we are about to start. I guess if I can give some comfort that the earlier

section we're speaking about now, I guess,

section 63…. There's no substantive

change there. It's different wording, but there's no real substantive change.

The substantive change occurs in

section 72, which is, I think, the advice that

the member opposite has as well.

Sections 63

to 71 inclusive approved.

section

MacPhail: Then my question stands for

section 72.

The

Chair: The committee will take a three-minute recess.

The

committee recessed from 3:32 p.m. to 3:37 p.m.

[H. Long in the chair.]

Hon. G.

Collins: The difference between this legislation and what was in Bill 85 is

an issue that was iden-

[ Page 3839 ]

tified subsequent to Bill 85. The committee that was probably working on this

legislation when the member was minister identified an additional issue. Under

the previous legislation, or the legislation as it stands now — or Bill 85 as

was passed — you could only understate the value of par value shares. You

could not understate the value of no par value shares for accounting purposes.

The Income Tax Act did allow you to understate the value of no par value shares.

This legislation, because of its age and because it wasn't up to speed with what

was done in other jurisdictions, had a prohibition in it that stopped companies

registered in British Columbia from taking advantage of the provisions that are

available to them if they're incorporated in other jurisdictions in Canada. This

change was made, or is intended to be made, and it will put us on equal footing

with what is done in — if not every — almost every other jurisdiction in the

country.

MacPhail: Is it the minister's information that other jurisdictions do this

now?

Hon. G.

Collins: Yes.

Sections 72

to 108 inclusive approved.

section

MacPhail: I understand how you are accommodating my needs, and I thank you

for that. I'm dealing with a

section now that has been deleted: the residence of

majority of directors. It was the old

section 109. I'm at

part 5, management,

division 1, directors. I don't know….

Sections

109 to 119 inclusive approved.

section 120.

[1540]

MacPhail: Just for the edification of those who may be interested in this,

we are dealing with Bill 85. It was a massive bill passed, and it's being

changed to this bill, Bill 47, the Business Corporations Act, hence the need to

deal with these issues.

Under the

old act, Bill 85, the revamped Company Act, there was a

section about residence

of the majority of directors. This

section has been deleted from Bill 47, so

there's no longer a residency requirement for the directors of a company. The

removal of the residency requirement means that capital need not stay in the

province, as the directors will not necessarily have a vested interest in the

overall economy of the province. I addressed this matter at second reading.

Directors residing outside of the province will most likely take the capital

they accumulate outside of British Columbia.

The change,

along with changes to the requirements for locations of general meetings, will

mean that shareholders of a B.C. company will be less likely to participate or

even attend the general meetings the companies hold. I predict — and wish it

were not so — that companies will be less involved in the economy and the

community in which they do business. Perhaps the minister could explain the

thinking behind the removal of this section.

Hon. G.

Collins: I appreciate the question, because I think this is an area where

there is obviously a difference and probably a difference in policy from what

the member opposite feels and what the government feels. That's why we debate

it. Currently, the act that's in place here, and Bill 85 as well, includes a

provincial residency requirement that requires there be a director from and

living in and having residency in British Columbia. There is no other

jurisdiction in the country that has that kind of provision. No other province

has it. It is viewed by industry as antiquated, out of date. In fact, industries

and businesses manage to get around it by either appointing a token director —

sometimes it's their lawyer — or rather, probably most damaging to the

province, choose to incorporate somewhere else. There is a booming business in

the Yukon registering companies that would probably prefer to register in

British Columbia. They do it because the Yukon doesn't have that residency

requirement.

By having

the residency requirement in the act, we aren't achieving the goal the member

opposite is trying to achieve, I think. I understand the policy objective, but

we're not doing it. It doesn't work. You don't, by having a residency

requirement, force businesses to appoint directors to stay here in British

Columbia, to reinvest their capital in British Columbia. You do that by making

sure British Columbia is competitive, by having a competitive tax regime, by

having competitive regulatory requirements, by having a competitive economy, by

making sure people want to leave their money here, want to stay here, want to

live here. Government is doing a whole bunch of things that will actually

achieve the objective I think the member raised, but in a way that will actually

make it happen as opposed to doing it in the form of legislation by having in

the Business Corporations Act an artificial or token residency requirement for a

director, something that exists in no other province in Canada.

MacPhail: That's exactly why the previous government put it in: to have a

made-in-B.C. requirement here in order to encourage participation in the

economy. We didn't make it up ourselves. There's the shareholder activist group

that thinks it is a very good idea to do exactly what the goals I outlined were.

Who was consulted on this change, this removal?

[1545]

Hon. G.

Collins: It's been no secret that successive governments have been grappling

with the Business Corporations Act, or the old Company Act, trying to modernize

it. There was a committee struck under, I think, the previous government that

had been working on it for some time. We've continued to work with them. This

bill has been on the order paper since the spring.

[ Page 3840 ]

Personally,

I know that in my office I have received two letters. They were both form

letters, both from the same office. I expect the ministry may have received

other correspondence and other input, but I have been willing to hear from

anybody who's got any suggestions and to take that into consideration. This

issue is one that I think is well known and well understood. We're choosing to

go in a particular direction. The member can choose not to support that and vote

against it. That's fair. But government has made a choice to get rid of that

residency requirement because we don't think it has achieved or is likely to

ever achieve the goals that are stated either by the member opposite or by those

groups who advocate its imposition in legislation.

I believe

and this government believes that what will actually ensure that people bring

capital here, participate in their community, live here, pay their taxes here

and be part of British Columbia are the things that I mentioned before:

competitive tax environment, competitive regulatory environment, a piece of

legislation that's progressive and leading edge as opposed to 30 years old.

Those are the kinds of things we're doing to try and achieve the goals that I

know the member raises, as well as the shareholder rights groups. I just think

we can do it in a different way.

MacPhail: Is the membership of the advisory committee exactly the same as

the previous government's?

Hon. G.

Collins: I think it's about 80 percent to 90 percent. Essentially, it's the

same group. There may have been one or two that left or retired and were

replaced, but it's essentially the same group of people.

Sections

120 to 136 inclusive approved.

section 137.

MacPhail: This deals with the powers of directors and how those powers may

be restricted and transferred. This

section says that the power of a director to

manage or supervise the management of business or the affairs of the company can

be transferred to one or more persons. My question is: does this allow for the

person receiving those powers to act out all the duties and responsibilities

that a director has? Is it full delegation?

Hon. G.

Collins: Our understanding and our legal advice are that that could

probably…. The answer to the question is yes. It could be all the powers. Our

advice is that you could probably do that right now under the act as it exists.

This clarifies that when you take the powers, you also take the duties that go

with it to try and make sure that it's all together there. We're trying to clear

it up and clean it up and clarify it as opposed to making any big change.

MacPhail: What are the implications for director liability?

Hon. G.

Collins: As I said, we're trying to make sure that the person who takes on

the powers also takes on the responsibilities and the liabilities. The

directors' liabilities would transfer with that as well.

Sections

137 to 147 inclusive approved.

section

MacPhail:

Section 148 deals with obligations to account for profit. If a

director or a senior officer of a company holds an interest that could be viewed

as a conflict of interest, according to subsection (2)(d)(ii) under

section 148,

the director or senior officer does not need to disclose that conflict if the

person has disclosed that interest to the directors or the shareholders.

The bill

effectively eliminates any requirements for directors or senior officers being

held publicly accountable for a conflict of interest. Directors and senior

officers are no longer held publicly to account for their conflict of interest,

but their shareholders may not even be privy to that information, since the

section I just listed says that a conflict can be disclosed to the directors or

the shareholders. So allowing for only an internal private disclosure is

essentially a meaningless exercise, and it really eliminates all mechanisms that

are created to hold directors and senior officers accountable for their actions.

That's my

summary of the section, the changes.

[1550]

How is it

that shareholders and the general public will be able to hold directors and

senior officers to account if, indeed, there doesn't have to be public

disclosure of a conflict of interest?

Hon. G.

Collins: It would ultimately have to be approved by the directors, and a

decision of the directors would be in the minutes. As the member will be aware,

under subsections 148(5)(

a) and (

b) those minutes, which would contain the

disclosure of those conflicts, are available to the shareholders.

MacPhail: Perhaps the minister could walk through with me now the time lines

for disclosure and the requirement to have it as a document that's publicly

accessible — the disclosure, the minutes of the company.

Hon. G.

Collins: The thing that would drive the disclosure provision here is,

obviously, if there's a conflict and somebody profits by it, they want to have

the profit. Before they can access the profits, they need to provide the

disclosure. The disclosure needs to be approved by the board. It has to be in

the minutes and available to the shareholders.

MacPhail: Yes, I understand that. The question was on the time lines for

disclosure. What are the requirements for minutes to be made public when? If the

shareholders receive the information through minutes

[ Page 3841 ]

being published, what are the requirements for publication in a timely

fashion?

Hon. G.

Collins: I believe it's under

section 44, as I'm looking, under the act.

There is a reasonableness test. All the records that need to be filed need to be

dealt with in a reasonable time line. Certainly, if shareholders felt there was

some attempt to keep the minutes from the shareholders for some reason,

obviously there would be a remedy through the courts if they felt that was the

case. But the obligation is on the directors to file their minutes in a timely

and reasonable fashion.

MacPhail: It occurred to me to ask the minister this. Given the recent

shareholder activism around scandals that have occurred in the United States —

Tyco, WorldCom, Enron, Global Crossing — has the minister's advisory committee

addressed those issues?

Hon. G.

Collins: I've asked those very questions a couple of times myself, because I

want to make sure we were keeping abreast of what's out there and that we're

responding accordingly. There is, as the member may know, an ongoing review of

the securities legislation as well. The feeling is that that is the

appropriate…. It's sort of a consensus feeling that the security legislation

is where changes should be made if changes need to be made. That regulatory

structure needs to be dealt with.

At this

point the Business Corporations Act is perhaps a blunt instrument to try and

achieve the goals that people are going to be trying to achieve — and, I

expect, shareholders are going to be trying to achieve — over the next number

of months and years in increasing accountability and dealing with some of the

corporate issues that have arisen as a result of the downfall of the companies

the member talks about.

The

securities review is underway by the Minister of Competition, Science and

Enterprise. As the member is probably aware, as well, the federal government has

started talking in the throne speech about a national securities exchange, and

all that is being dealt with right now. There are great discussions, I know,

taking place in boardrooms, in business magazines, in suites of law offices and

probably around a few political offices, too, about how government is going to

respond to that concern.

[1555]

At this

point our advice is that the place to address those issues is in the Securities

Act. We're going to be looking closely at doing that as part of this process. As

I mentioned before, the Business Corporations Act we intend to pass this fall,

but there will be other amendments coming in the spring and probably every year

forever afterwards. I certainly hope that's the case. If those issues crop up or

as we resolve the best way to deal with those legitimate concerns, then we'll be

more than happy to deal with it if it needs to be dealt with within this

legislation.

MacPhail: In preparing for this legislation, I did go to the website of the

Ministry of Competition, Science and Enterprise. I was looking for the

discussion documents that would actually even raise the concerns that have been

addressed, and I couldn't find them. I'm a little bit disappointed in that.

I also note

that the comments of the head of the Securities Commission — the public

comments, anyway — are that there should not be an overreaction to what's

happening in the United States. I was trying to not take umbrage at those

comments by looking to see that those issues were being addressed and could not

find any solace at the website discussion document. Nevertheless, then, I may

have to discuss those matters in the breach under the reform to the Securities

Act.

Hon. G.

Collins: I just wanted to respond and try and give the member some

assurances. Those discussions are ongoing across the country and, I expect,

around the globe. We are watching carefully. We obviously, as a government, have

a role to play and will be playing that role. We'd love to hear any advice the

member has on that.

We'll be

looking for information and advice from anywhere we can find it to make sure

that investors have more comfort in the markets. I think that's everyone's goal,

but I don't think anybody yet has figured out the best way to do that. I expect

there's going to be lots of disagreement in the months and years ahead as

various groups try and argue their points of view. We're certainly glad to get

any input people have on it. I'll be glad to hear some advice from the member

opposite, too, if she has it.

Sections

148 to 165 inclusive approved.

section

MacPhail:

Section 166 deals with the location of general meetings. This new

legislation allows a company to hold a shareholder meeting outside of British

Columbia. If an ordinary resolution is approved before the meeting is held, then

the shareholder meeting can be held outside of B.C.

Allowing an

ordinary resolution to determine the location of a shareholder meeting has huge

implications, especially in the case of larger companies where there exists a

closely held proxy by management, and they do exist here. The legislation means

that the meetings will be able to be held in an outside jurisdiction, which may

prejudice minority shareholders who may not be able to travel to a location far

away.

Perhaps I

can start with this question. How does that strengthen the roles and rights of

shareholders?

Hon. G.

Collins: I know the member is probably going to get to this other section,

because she spoke about it in her opening comments. What we're trying to do here

is modernize the legislation. Shareholders can live anywhere in the world.

They're not necessarily, for a company that's in Vancouver, just in Vancouver.

People could live in Hong Kong. They could live in Tunisia. They could live in

Geneva. They could live anywhere.

[ Page 3842 ]

What we're trying to do with this legislation is provide greater

opportunities for shareholder participation.

In a later

section,

section 174, the member will note that there are opportunities for

other forms of shareholder meetings. They could be over conference calls. They

could be on the Internet. They could be telecast, depending on the size of the

company, I suppose. What we're trying to do is provide greater opportunities,

not fewer.

There are

companies out there that would choose…. Maybe the majority of the shareholders

reside in Geneva or in Toronto. It would be more convenient for the shareholders

to have the meeting there as opposed to having the meeting, let's say, in

Vancouver. Then they'd have the opportunity to do that. Formerly, they didn't.

We want to try to make this as flexible as possible to give people

opportunities.

[1600]

There's

always the risk, I suppose, that somebody's going to try and use any law that

you have in place to try to disadvantage some shareholders. As I said earlier,

somebody could argue that by having the shareholder meeting here or in Prince

George you're disadvantaging shareholders, who may even be majority

shareholders, from other parts of the world or other parts of the country. What

we're trying to do together in this act is make it a little more progressive, a

little more up to date, and provide other opportunities.

Section 166

approved.

section

MacPhail: This is the

section dealing with requisition for general meetings.

The legislation specifies the amount of time required to notify shareholders and

directors of the time, date and location of a general meeting. That's set out in

169, but under 169 all of that is subject to 167.

167(5)(

a) requires that once a requisition for a general meeting is submitted

and it's in compliance with subsections (2) and (3), then the directors must

call a general meeting. Subsection (7)(

a) to (

g) under 167 introduces seven new

categories stipulating when a director is not required to call a general meeting

despite a requisition from a shareholder under subsections 167(2) and 167(3).

What it does is that through the back door, under the title of requisition for

general meetings, it specifies exemptions of when general meetings don't have to

be called, and there were seven categories added to exempt a general meeting

from being called even upon request. Why?

Hon. G.

Collins: The exceptions that are given under subsection (7) of

section 167

are pretty much standard in most if not all jurisdictions across the country in

other legislation. It's not a wildly creative or unusual set of exceptions.

They're fairly common exceptions in other legislation and to my knowledge

haven't created a big problem, but I'm always pleased to hear if there's a real

issue there. We'll be glad to look at it. My understanding is that this exists

in other legislation in other provinces. I think the federal government has it

in the CBCA model as well. Therefore, it's something that's relatively standard.

MacPhail: What other jurisdictions have this?

Hon. G.

Collins: The CBCA model, which has been adopted by the federal government

and Ontario and Alberta at least, has these provisions. I'm glad to check if

there are others. My understanding is that there are others. This really comes

out of that model.

Sections

167 and 168 approved.

section

MacPhail: This

section deals with the notice of general meetings. I'm going

to table an amendment. I have copies for the Table and for the minister. I'll

just speak to this.

[Section 169 is amended by adding the text highlighted by

the underline. Consequentially

section 167 is amended by adding the text

highlighted:167

(5) On receiving a requisition that complies with

subsections (2) and (3), the directors must, regardless of the memorandum or

articles, call a general meeting to be held not more than 4 months after the

date on which the requisition is received by the company to transact the

business stated in the requisition and must, subject to subsection (7),

(

a) a small company must send

notice of the date, time and location of that meeting at least the

prescribed number of days, but not more than 4 months, before the meeting

(

i) to each

shareholder entitled to attend the meeting, and

(ii) to each

director, and

(

b) medium and large companies must

send notice of the date, time and location of that meeting at least

the prescribed number of days 21 days, but not more than 4 months,

before the meeting

(

i) to each

shareholder entitled to attend the meeting, and

(ii) to each

director, and

(

c) send, in accordance with subsection

(6), to the persons entitled to notice of the meeting, the text of the

requisition referred to in subsection (3) (a).

(1) Subject to sections 167 and 170, a small

company must send notice of the date, time and location of a general meeting

of the company at least the prescribed number of days but not more than 2

months before the meeting, while a medium to large company must send

notice of the date, time and location of a general meeting of the company at

least 21 days, but not more than 2 months before the meeting

(

a) to each shareholder entitled to

attend the meeting, and

(

b) to each director.

(2) The accidental omission to send notice of any general

meeting to, or the non-receipt of any notice by, any of the persons entitled

to notice does not invalidate any proceedings at that meeting.]

On the

amendment.

[ Page 3843 ]

MacPhail:

Section 169 removes the legislated number of days of notice of a

general meeting and says now, under Bill 47, that the number will be prescribed

in regulation. My concern — and I'm speaking to the amendment that I've tabled

on this — is this. If the removal of the requirement to notify shareholders

and directors 21 days in advance was to help small companies, which was the

intent, I'm curious as to why Bill 47 doesn't specify that companies that have

less than a specified number of shareholders need only notify their shareholders

and directors for the prescribed number of days and then maintain the 21-day

requirement for all large and medium-sized companies.

[1605]

In other

words, take away the one-size-fits-all and give the exception to the smaller

companies. You define that by shareholder numbers. This would ensure that

shareholders have an opportunity to participate in general meetings. I fear that

the removal of the requirement for 21 days' notice for anybody doesn't protect

the rights of shareholders.

What the

amendment to

section 169 does is really specify that there will be two sizes to

fit. One size fits a small company, and the medium and large companies are

required to maintain the 21-day requirement. That ensures that there's not an

extra burden on those who can't cope because of size but that those shareholders

who hold shares in medium-sized and large companies are able to participate in

general meetings because of proper notice.

Hon. G.

Collins: I think the member raises a very good point. In fact, we believe we

can do this. In fact, we're working on doing this within the regulations to

achieve the same goal the member is talking about. I don't think we need to do

it in legislation. We are getting close to it in the regulations. If we find

that it does need to be included in the legislation itself, I'd be more than

happy to talk to the member opposite, and we can perhaps include it in the

package that comes forward in the spring. Or perhaps we can help with the

drafting, and if she wants to introduce it in the spring, that would be fine as

well. At this point, we believe we're able to achieve the same goal the member

is speaking of just in the regulations, without having to include it in the

legislation.

Amendment

negatived on division.

Sections

169 to 187 inclusive approved.

section

MacPhail:

Section 188 deals with requirements for valid proposals.

Shareholder proposals allow shareholders to petition the corporation on issues

that are important to them, whether that be improving the social environmental

responsibility of the corporation or improving the corporate governance

structure, matters that are increasingly being demanded by shareholders to be

more responsive to the shareholders' needs. A shareholder proposal must be

received by the registered office at least four months before the anniversary of

the previous year's annual reference date. Reference to the annual reference

date is included in the

Canada Business Corporations Act, but there's no

definition of the annual reference date. It used to be that shareholder

proposals needed to be submitted four months before the annual general meeting.

Now it's the annual reference date, but there's no definition of what that is.

So how does one determine when the clock starts ticking?

Hon. G.

Collins: The act does define it. It's in

section 1, and it's essentially the

date of the last AGM. The trick or difficulty arises in that under this new

legislation, the AGM can be waived by an agreement of all the shareholders. If

there is a date that's supposed to be the AGM but all shareholders waive it,

then there isn't actually an AGM, but that date continues to be the reference

date. It is defined. It's a somewhat two-step process, but it does define what

that reference date is.

MacPhail: What was the intent, then, of changing it from "annual

general meeting," which is clear? It's a real event.

[1610]

Hon. G.

Collins: By agreement of all shareholders, they can waive the annual general

meeting so there wouldn't be one. If we left it defined just by the AGM, that

would disappear into the ether, and there'd be no reference date.

You have to

pin down something. The date that's pinned down is when the AGM would have

occurred had it not been waived by unanimous agreement of all the shareholders.

It's the same date. It's just that we had to add that extra little wording to

the definition in the event that they invoked another provision of the act,

which allows the shareholders to unanimously waive the AGM. That's why it's

required to have a two-step definition as a bit of a backstop.

MacPhail: Can the minister point out to me where it says unanimous consent

or unanimous waiving?

Hon. G.

Collins: If the member goes to

section 182, steps back a couple pages to

section 182(2)(b)…. Sorry. They all do it, actually; (a), (

b) and (

c) do it.

You can see repeatedly the use of the phrase "unanimous resolution."

Before the AGM can be waived, it requires the unanimous resolution of all of the

shareholders. If even one decided they didn't want to waive the AGM, that

wouldn't be good enough, and the AGM would go ahead.

MacPhail: What other jurisdictions have a time line of four months, 120

days, before a certain date where the proposals have to be submitted?

Hon. G.

Collins: We're actually not aware of any others, and that's an issue we've

been discussing. Other

[ Page 3844 ]

jurisdictions have 90 days, and I think Ontario has 60 days, so we're looking

at that. I expect that if we are an outlier, we may want to look at that for the

spring when we come in and fine-tune the act.

Sections

188 to 190 inclusive approved.

section

MacPhail: On

section 191, I am going to table an amendment as well.

[Section 191 is amended by adding the text highlighted by

the underline and deleting the text highlighted by strikethrough:191

(1) A

company that does not intend to process a proposal in accordance with

section 189 (1) to (4) on the basis that subsection (5) of that

section

applies to the proposal or on the basis that the proposal is one referred to

in subsection (4) (

b) of that

section must, within 21 days after the

proposal is received by its registered office, send to the submitter

(

a) written notice of the company's

decision in relation to the proposal, and

(

b) a written explanation as to the

company's reasons for its decision, including a specific reference to the

provision of

section 189 that the company is relying on in refusing to

process the proposal and the reasons why the company believes that that

provision applies.

(2) The submitter to whom a notice is sent under

subsection (1) (

a) of this

section may apply to the court for a review of

the company's decision.

(3) On an application under subsection (2), the court may

restrain the holding of the annual general meeting in relation to which

the proposal is made and may, if it determines that the company did not

have proper grounds to refuse to process the proposal in accordance with

section 189 (1) to (4), make any order it considers appropriate, including

one or more of the following:

(

a) an order that the company

comply with

section 189 (1) to (4) in the manner and within the time ordered

by the court;

(

b) if the information

referred to in

section 189 (1) cannot be provided to the shareholders within

a reasonable period of time before the annual general meeting, an order that

the company

(

i) hold, at its sole expense, a general meeting for the purpose of considering

the proposal, and

(ii)

comply with

section 189 (1) to (4) in relation to that meeting on the terms

and conditions imposed by the court;

(

c) an order that the company

reimburse the submitter for all reasonable legal expenses, including all

reasonable disbursements, incurred in the application.

(4) The company or any person claiming to be aggrieved by a

proposal may apply to the court for an order permitting or requiring the

company to refrain from processing the proposal in accordance with

section

189 (1) to (4) and the court, if it is satisfied that

section 189 (4) (

b) or

(5) applies, may make such order as it considers appropriate.

(

c) a request that the submitters

consent to the company not processing the proposal.

(2) For the purposes of this Division, the submitters

consent to the company not processing the proposal if, within 21 days after

the request is sent under subsection (1) of this section, written consents

are provided to the company by more than ½ of the submitters.

(3) If the company does not receive the consent of the

submitters in accordance with subsection (2), the company must process the

proposal in compliance with

section 189 (1) (2) or (3) unless the court, on

the application of the company, orders otherwise.

(4) On an application by the company under subsection (3),

the court may make any order it considers appropriate, including

(

a) an order that the company need

not process the proposal, if the court is satisfied that

(

i) one or

more of subparagraphs (

a) to (

h) of

section 189 (5) apply, or

(ii) the

proposal is one referred to in

section 189 (4) (b),

(

b) an order that the company comply

with

section 189 (1) to (4) in the manner and within the time ordered by the

court, or

(

c) if the information referred to in

section 189 (1) cannot be provided to the shareholders within a reasonable

period of time before the annual general meeting, an order that the company

(

i) hold, at

its sole expense, an extraordinary general meeting for the purpose of

considering the proposal, and

(ii) comply

with

section 189 (1) to (4) in relation to that extraordinary meeting on the

On the

amendment.

MacPhail:

Section 191 deals with refusal to process a proposal. Currently,

companies are responsible for notifying shareholders and directors 21 days in

advance of a general meeting, but Bill 47 removes the legislated number of days.

We just discussed that with the notice of general meeting. Under Bill 47 the

number will be prescribed in regulation, and we've discussed that already.

I made an

amendment, which didn't pass, about dividing the right to submit notice between

small companies and large companies, but when you turn to this amendment, this

section says a person or persons who submitted a proposal must now defend the

validity of that proposal. Bill 47 requires the submitter to challenge a

company's refusal to consider a proposal. This places, I think, an interesting

burden on the shareholder. If we're trying to give shareholders greater rights,

this doesn't do it. It places an unnecessary burden on them.

[1615]

There are

two ways the burden can be. It can be on the shareholder, or it can be on the

company. In this case, the government has chosen to put the burden of proof on

the shareholder. I submit that it's the responsibility of the company to prove

to the submitter of the proposal that the proposal is not valid. Should the

person who submitted the proposal not be satisfied with the answer provided by

the company, it should be the company who is required to go to court to prove

the validity of the refusal rather than the person who submitted the proposal. I

think, given the changed circumstances in responsibility of companies to

shareholders,

[ Page 3845 ]

this burden of proof makes more sense for giving greater rights to

shareholders.

I submit

that Bill 47 makes it easier for a company to refuse to process proposals.

Therefore, people who would ordinarily be interested in submitting proposals may

not do so when faced with the prospect of having to defend the validity of their

proposal in court.

The

amendment that I have submitted retains the right of a company to refuse to

process a proposal if that proposal falls under subsection (5) of

section 189.

If we turn to that, you'll see there are all sorts of circumstances under which

the company need not process a proposal. We've just discussed some of those. Yet

if there's any doubt about the validity of a company's decision to refuse the

proposal, the responsibility to prove that decision in court rests with the

company. It's a method by which the onus is now on the company to prove that

it's acting properly.

Hon. G.

Collins: The amendment that the member presents would essentially take the

bill that's before us now and put it back exactly the way it was in Bill 85,

which was passed a number of years ago. I don't know if the member was the

minister or not. I think she might have been.

The

government decided not to do that, but it's not without some sort of a balance

either. There is a list of provisions which are relatively standard whereby the

company can decline. If a shareholder feels that they actually have a legitimate

cause, it's correct: the onus is on them to prove that point in the courts. Yet

the courts are always provided with the ability to award costs to either party.

In this

case, I expect if the judge thought that the company was being deliberately

obstructionist and wasn't being reasonable, the judge could award the full costs

to the shareholder. There is a check and a balance there.

The goal

here is to provide some element of fairness, because what we don't want to see

happen is people trying to obstruct any ability of a business to operate by

buying one share and bringing forward issues that are not reasonable. There's a

list of methodsby which they can be declined, and if somebody feels they fall

beyond that, then the onus is on them. That's the choice. We made that choice.

understand the issue very well. I understand the concern the member is raising.

I believe we've chosen the right solution, and as I mentioned, there is a check

and balance that's available to the courts if they feel there's been any

unreasonableness by either party.

Amendment

negatived on division.

Sections

191 to 447 inclusive approved.

Schedule

approved.

Title

approved.

Hon. G.

Collins: I am very pleased that we've moved that bill through the House. I

move the committee rise and report the bill complete without amendment.

Motion

approved.

The

committee rose at 4:20 p.m.

The House

resumed; Mr. Speaker in the chair.

Report and

Third Reading of Bills

Bill

47, Business Corporations Act, reported complete without amendment, read a third

time and passed.

Hon. G.

Collins: Given that amazing progress, I would move that the House do now

adjourn.

Hon. G.

Collins moved adjournment of the House.

Motion

approved.

The

House adjourned at 4:21 p.m.

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