Director & Officer 101: Roles, Responsibilities & Liabilities

🕒 Duration: 1.5 hours
🔍 Overview:
A dynamic primer for current or aspiring board members and executives, this session breaks down the essential legal and fiduciary duties of directors and officers under Canadian corporate law, with a spotlight on real-world liabilities and best practices.

📚 What You’ll Learn:

• Key Legal Duties
  • Duty of care: applying the care, diligence, and skill expected of a reasonably prudent director
  • Duty of loyalty: acting honestly and in good faith in the best interests of the corporation
  • Duty of obedience: adhering to corporate by-laws, policies, and applicable laws
• Personal Liability & Potential Risks
  • Exposure to lawsuits: negligence, misrepresentation, conflict of interest, unpaid statutory obligations
  • Special legal actions: oppression remedies and derivative claims
• Defending Your Decisions
  • Business judgment rule: how forming well-informed and good faith decisions can offer legal protection
  • Effective risk mitigation: board minutes, dissent records, committee structures, resignation as a last resort
• Protection Strategies
  • Indemnification provisions and D&O insurance: securing coverage for legal defence costs, regulatory inquiries, and estate protection

🎯 Why Attend:

• Equip yourself with a clear understanding of legal standards and duty thresholds
• Learn how to spot and handle conflict-of-interest and reputational risk
• Understand how directors/officers can protect themselves through proper governance and insurance
• Ideal for new board members, executives, or non-profit leaders who need a foundational understanding of their roles