Directors’ Responsibilities in Canada - a practical guide

Oct 16, 2014
Today’s business organizations, whether emerging enterprises or global giants, face increased regulatory scrutiny, an intensely competitive marketplace and emboldened stakeholders, making the stewardship of such organizations by boards of directors all the more complex.
“Osler has contributed significantly to the evolution of corporate governance practices in Canada through the leading work we have had the privilege to undertake for our valued clients over many years, often in the context of transformational events for these clients,” commented Dale Ponder, Osler’s Managing Partner. “We are also fortunate that so many of our Osler alumni have successfully participated in the Canadian business arena and have consistently demonstrated outstanding leadership in corporate governance in Canada, some of whom have contributed to the foreword for this publication,” said Ponder.
Osler is pleased to have collaborated with the Institute of Corporate Directors on this seminal publication, now in its 25th year, Directors’ Responsibilities in Canada. The Guide includes a commentary on recent trends by Stan Magidson, President and CEO of the ICD and Vice Chair of Global Network of Director Institutes (GNDI) as well as a foreword by ICD Fellows, Peter Dey, Brian Levitt and the late Purdy Crawford.
“The demands on directors have been elevated to a level unimaginable 25 years ago,” said Stan Magidson, President and CEO of the ICD. “Osler and the ICD collaborated on Directors’ Responsibilities in Canada to ensure directors have the wisdom, information and tools to meet the demands of directorship, build better boards and, ultimately, create better organizations in today’s complex business environment.”
“Canada has long been a leader in adopting governance rules and best practices that have been emulated by many other countries around the world. Today’s shareholders, regulators and other corporate stakeholders have very high expectations for corporate boards and instilling effective governance practices is critical”, said Osler governance advisory partner, Andrew MacDougall. “Our guide brings the practical perspective directors need in the role they play throughout the life cycle of a company.”
Directors’ Responsibilities in Canada offers Canadian directors a comprehensive guide to the responsibilities and potential liabilities imposed on directors of Canadian corporations, as well as strategies for mitigating business as well as personal risk. The guide includes chapters on corporate and common law duties of directors, the role of shareholders, the process by which boards discharge their responsibilities, decisions that directors typically face, additional statutory duties imposed on directors, and the ways that directors can reduce their risk of personal liability. It may be found online at:

This guide is currently available in English only. The French version will be available soon.