BUS-294 Lecture Notes - Lecture 24: Fiduciary, Qst
9 Oct 2020
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Directors, officers and shareholders: rights, obligations and duties. Board of directors (qbca s. 106) (cbca s. 102(2)): one or more persons, directors have full power to manage the operations of the company. Directors can delegate the power to manage the day-to-day operations of the company to officers, who they appoint. Qualifications of directors (qbca s. 108, ccq 327, cbca s. 105): a person of sound mind, of legal age, and not prohibited by the court from holding such a position, and not bankrupt (until discharged from bankruptcy) Election of directors (qbca s. 110, cbca s. 106 (3)): elected by shareholders. Fiduciary duty (cbca s. 122(1)(a), qbca s. 119, ccq 322, 312): directors and officers have a fiduciary duty to act in the best interests of the corporation. Confidential information (ccq 312, 323, 2146): directors and officers have a duty not to use for their personal benefit any property or information belonging to the corporation.
