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

    • (i) shareholders,

    • (ii) employees,

    • (iii) retirees and pensioners,

    • (iv) creditors,

    • (v) consumers, and

    • (vi) governments;

  • (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.