What are the duties of Officers and Directors

Question

What are the duties of Officers and Directors?

Answer 1

Section 122 of the CBCA imposes two main duties on Officers and Directors:

1. Fiduciary duty – This is a duty to “act honesty and in good confidence by means of a view to best security of corporation.”

2. Duty of care – The directors is required to “exercise the care, skill as well as diligence, which reasonably practical person which would employ in similar conditions.”

These duties are also imposed at common law. The fiduciary duty includes a duty to avoid any conflict of interest with the corporation.