Directors and Officers (CBCA)

Summary

This practice note discusses matters relating to the directors and officers of a corporation incorporated under the Canada Business Corporations Act. In particular, it discusses the required number and qualifications of directors, their election and appointment to office, their role at the corporation's organization meeting and their duties and liabilities. It also addresses delegation of responsibilities to other parties, such as a managing director or committee, and officers. Lastly, it discusses director remuneration, conflicts of interest, modes of protection, and resignation or removal.