Directors’ Duties in Canada

>> Protecting Yourself in Canada

In acting as a director for any company:

  • exercise care and independent judgement. Act reasonably, with integrity and common-sense. Challenge things when you are uncomfortable, and raise concerns promptly. Seek help and work as a team with your colleagues and corporation functional specialists to get help and support where needed and find appropriate solutions
  • monitor the financial situation of the company continuously, whether or not you are the finance director. Ensure the right level and regularity of financial information is available, take time to review it and ask questions
  • if you become concerned the company is in, or may face, financial difficulties, take steps to minimize losses and alert the board immediately so that an appropriate and timely solution can be provided. Do not simply keep quiet and hope for the best
  • regularly consider at board meetings items of key importance to your entity e.g. HS&E, export controls, employee issues, compliance and ethics considerations, key contracts. Maintain minutes of board meetings or written resolutions in lieu thereof
  • keep in mind the requirements of your employment contract (where applicable) and powers granted under the corporation’s constitution – do not exceed your powers

NOTE: that not all directors are employees.

  • never sign a contract or licence without understanding what you are signing, being certain that you are authorised to sign it

Latest version updated 22nd March 2018

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