Trust and Loan Companies Act

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.