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: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)
- Date modified: