Directors and Officers — Authority
Marginal note:Chief executive officer
205. 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 207, may delegate to that officer any of the powers of the directors.
Marginal note:Appointment of officers
206. (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 207, to manage the business and affairs of the company.
Marginal note:Directors as officers
(2) Subject to section 172, 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
207. The directors of a company may not delegate any of the following powers, namely, the power to
(a) submit to the shareholders or policyholders a question or matter requiring the approval of the shareholders or policyholders;
(b) fill a vacancy among the directors, on a committee of directors or in the office of auditor or actuary, 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 66, except in accordance with any authorization made by the directors;
(d) declare a dividend on shares or a policy dividend, bonus or other benefit payable to policyholders, other than a dividend on a group policy that is a participating policy;
(e) authorize the redemption or other acquisition by the company pursuant to section 75 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. 47, s. 207;
- 1997, c. 15, s. 212;
- 2005, c. 54, s. 252.
Marginal note:Remuneration of directors, officers and employees
208. (1) Subject to this section and the by-laws, the directors of a company may fix the remuneration of the directors, officers and employees of the company.
Marginal note:By-law required
(2) No remuneration shall be paid to a director as director until a by-law fixing the aggregate of all amounts that may be paid to all directors in respect of directors’ remuneration during a fixed period of time has been confirmed by special resolution.
- 1991, c. 47, s. 208;
- 1994, c. 26, s. 37.
- Date modified: