FormerXBC Inc XEBEQ

BOD

[WildlyBullish]

Failure to Comply With Legal Duties

Subjects Board Directors to Personal Liability

Canadian corporate laws and case laws state that board directors may be held personally liable for their actions of poor decision-making as well as for their unwillingness to act in circumstances where they needed to act. This is because a breach of fiduciary and statutory duties is illegal.

A board of directors may not allow the corporation to act outside of its authority, which is another matter for which board directors may be held liable.

Courts will hold board directors liable for infractions that they commit as individual directors as well as those they make on behalf of the corporation. In addition, Canadian courts will hold board directors personally liable for failing to perform other duties, such as:

• When the corporation fails to act
• When board directors fail to fulfill their responsibilities
• When board directors fail to provide proper oversight over the corporation

https://www.diligent.com/insights/board-of-directors/the-roles-and-responsibilities-of-a-board-of-directors-in-canada/