Short Title Short title 1 This Act may be cited as the  21st-Century Business Act . R.S., c. C-44 Canada Business Corporations Act 2 The  Canada Business Corporations Act  is amended by adding the following after subsection 6(1): Purpose of corporation (1.1) The articles may set out the purpose of the corporation, provided that the purpose is consistent with section 14.1. Canada Business Corporations Act Clause 2 : New. 3 The Act is amended by adding the following  after  section 14: PART II.1 Purpose of a Corporation Purpose of corporation 14.1 The purpose of a corporation is to pursue its best interests while also operating in a manner that (a) benefits the wider society and the environment in a manner proportionate to its size and the nature of its operations; and (b) minimizes any harm that the corporation causes to the wider society and the environment, with the objective of eliminating such harm. Clause 3 : New. 4 Subsections 122(1) and (1.1) of the Act are  replaced  by the following: Directors and officers — duty to pursue purpose of corporation 122 (1) Every director and officer of a corporation ,  in exercising their powers and discharging their duties ,  shall act honestly and in good faith (a) with a view to the best interests of the corporation; and (b) to pursue those interests while ensuring that the corporation operates in a manner that (i) benefits the wider society and the environment in a manner proportionate to its size and the  nature  of its operations, and (ii) minimizes any harm that it causes to the wider society and the environment, with the objective of eliminating such harm. Directors and officers — duty of care (1.1) Every director and officer  of  a  corporation , in exercising their powers and discharging their duties, shall  exercise  the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, including towards (a) shareholders ; (b) employees ; (c)  retirees and pensioners ; (d) creditors ; (e) consumers ; (f) governments ; (g) the environment; and (h) the  corporation’s  long-term interests. Clause 4 : Text of subsections 122(1) and (1.1): 122 (1) Every director and officer of a corporation in exercising their powers and discharging their duties shall (a) act honestly and in good faith with a view to the best interests of the corporation; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. (1.1) When acting with a view to the best interests of the corporation under paragraph (1)(a), the directors and officers of the corporation may consider, but are not limited to, the following factors: (a) the interests of (i) shareholders, (ii) employees, (iii) retirees and pensioners, (iv) creditors, (v) consumers, and (vi) governments; (b) the environment; and (c) the long-term interests of the corporation. 5 The portion of subsection 123(5) before paragraph (a) is replaced by the following: Defence — good faith 123 (5) A director has complied with his or her duties under  paragraph 122(1)(a) and  subsection  122(1.1)  if the director relied in good faith on Clause 5 : Text of relevant poriton of subsection 123(5): 123 (5) A director has complied with his or her duties under subsection 122(1) if the director relied in good faith on 6 Paragraph 124(3)(a) of the Act is replaced by the following: (a) acted honestly and in good faith  to advance the purpose  of the corporation or, as the case may be, to  advance the purpose  of the other entity for which the individual acted as  a  director or officer or in a similar  such  capacity at the corporation’s request; and Clause 6 : Text of relevant portions of subsection 124(3): (3) A corporation may not indemnify an individual under subsection (1) unless the individual (a) acted honestly and in good faith with a view to the best interests of the corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or  officer  or in a similar capacity at the corporation’s request; and 7 The Act is amended by adding the following  after  section 172.1: PART XIV.2 Disclosure Relating to Impacts on the Wider Society and the Environment Annual report 172.2 (1) At every annual meeting of its shareholders, the corporation shall report in the prescribed manner on its impacts on the wider society and the environment,  including  on the measures it has taken to minimize any harm it causes to the wider society and the environment. Single or joint report (2) A corporation may comply with subsection (1) either by providing a report in respect of the corporation or by being party to a joint report in respect of affiliated corporations. Prescribed standards (3) Regulations prescribing how the report referred to in subsection (1) shall be made may require the corporation or affiliated corporations to (a) select a prescribed third-party standard for assessing the corporation’s or affiliated corporations’ impacts on the wider society and the environment; and (b) assess the corporation’s or affiliated corporations’ impacts on the wider society and the environment against that standard for the most recently completed financial year. Prescribed standards (4) Regulations prescribing how the report referred to in subsection (1) shall be made may prescribe different manners that are based on the corporation’s size. Information to shareholders (5) The corporation shall provide the report referred to in subsection (1) to each shareholder — except to a shareholder who has informed the corporation in writing that they do not want to receive that information — by sending the information with the notice referred to in subsection 135(1) or by making the information available along with a proxy circular referred to in subsection 150(1). Information to Director (6) The corporation shall concurrently send the report referred to in subsection (1) to the Director and make it available to the public, including by publishing the report in a prominent place on the corporation’s website. Clause 7 : New. 8 (1) Paragraph 239(2)(c) of the Act is replaced by the following: (c) it appears to be  consistent with the purpose  of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued. Clause 8 : (1) Text of relevant portions of subsection 239(2): (2) No action may be brought and no intervention in an action may be made under subsection (1) unless the court is satisfied that . . . (c) it appears to be in the interests of the corporation or its  subsidiary  that the action be brought, prosecuted, defended or discontinued. (2) Section 239 of the Act is amended by adding the following after subsection (2): Presumption — proper person (3) A person who makes an application under subsection (1) in relation to the duties of a director or officer under paragraph 122(1)(b) is deemed to be a proper person  under  paragraph (d) of the definition of  complainant  in section 238 if the court is satisfied that the person is acting in pursuit of the interests of the wider society or the environment. (2) New. Coming into Force First anniversary 9 This Act comes into force on the first anniversary of the day on which it receives royal assent.