Canada Business Corporations Act
Marginal note:Duty of care of directors and officers
122 (1) Every director and officer of a corporation in exercising their powers and discharging their duties shall
(a) act honestly and in good faith with a view to the best interests of the corporation; and
(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Marginal note:Best interests of the corporation
(1.1) When acting with a view to the best interests of the corporation under paragraph (1)(a), the directors and officers of the corporation may consider, but are not limited to, the following factors:
(a) the interests of
(iii) retirees and pensioners,
(v) consumers, and
(b) the environment; and
(c) the long-term interests of the corporation.
Marginal note:Duty to comply
(2) Every director and officer of a corporation shall comply with this Act, the regulations, articles, by-laws and any unanimous shareholder agreement.
Marginal note:No exculpation
(3) Subject to subsection 146(5), no provision in a contract, the articles, the by-laws or a resolution relieves a director or officer from the duty to act in accordance with this Act or the regulations or relieves them from liability for a breach thereof.
- R.S., 1985, c. C-44, s. 122
- 1994, c. 24, s. 13(F)
- 2001, c. 14, s. 135(E)
- 2019, c. 29, s. 141
- Date modified: