Directors and Officers — Authority
Marginal note:Chief executive officer
200. (1) The directors of a company shall appoint from their number a chief executive officer who must be ordinarily resident in Canada and, subject to section 202, may delegate to that officer any of the powers of the directors.
(2) Subsection (1) does not apply in respect of a former-Act company whose shareholders are confined to entities incorporated or formed by or under an Act of Parliament or of the legislature of a province that are, in the opinion of the directors, operating as credit unions or cooperative associations.
Marginal note:Appointment of officers
201. (1) The directors of a company may, subject to the by-laws, designate the offices of the company, appoint officers thereto, specify the duties of those officers and delegate to them powers, subject to section 202, to manage the business and affairs of the company.
Marginal note:Directors as officers
(2) Subject to section 168, a director of a company may be appointed to any office of the company.
Marginal note:Two or more offices
(3) Two or more offices of a company may be held by the same person.
Marginal note:Limits on power to delegate
202. The directors of a company may not delegate any of the following powers, namely, the power to
(a) submit to the shareholders a question or matter requiring the approval of the shareholders;
(b) fill a vacancy among the directors, on a committee of directors or in the office of auditor, or appoint additional directors;
(c) issue or cause to be issued securities, including an issue of shares of a series that is authorized in accordance with section 65, except in accordance with any authorization made by the directors;
(d) declare a dividend;
(e) authorize the redemption or other acquisition by the company pursuant to section 74 of shares issued by the company;
(f) authorize the payment of a commission on a share issue;
(g) approve a management proxy circular;
(h) except as provided in this Act, approve the annual statement of the company and any other financial statements issued by the company; or
(i) adopt, amend or repeal by-laws.
- 1991, c. 45, s. 202;
- 1997, c. 15, s. 362;
- 2005, c. 54, s. 403.
Marginal note:Exercise of trustee powers
203. (1) Where authorized to do so by a special resolution, the directors of a company that is a trust company pursuant to subsection 57(2) may delegate, with or without the power of sub-delegation, to the chief executive officer of the company, the exercise of all or any of the powers or authorities of the company, whether discretionary or otherwise, arising out of any will, trust, deed, contract or other instrument creating a trust.
Marginal note:Performance by company
(2) The exercise of any power or authority referred to in subsection (1) by the chief executive officer or that officer’s delegate, if any, constitutes an exercise of the power or authority by the company.
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