BU231 Chapter Notes -Fiduciary, Business Judgment Rule, Liability Insurance
Document Summary
Corporate governance: rules governing the organization and management of the business and affairs of a corporation in order to meet its internal objectives and external responsibilities. The role of the directors (section 102 of cbca): managing or supervising the management of the business and affairs of the corporation. Following are the specific powers: to issue shares, to declare dividends, to adopt by-laws governing the day-to-day affairs of the corporation, to call meetings of shareholders, to delegate responsibilities. A distributing public corporation must have at least three directors, at least two independent ones (not officer or employee of the corporation) Officers: responsible for day-to-day (hands on) management of the corporation; derive power from directors. Ex. president, secretary, treasurer etc: only statutory requirement is that they are at full capacity , subject to the same duties as directors. Independence: they must not be an officer or employee of the corporation; or have.
