Directors

What is required of a director?

Directors have a duty:

  • of care and diligence
  • not to improperly use their position or information
  • not to trade while insolvent
  • of good faith
  • to disclose conflicts of interest

A director’s obligations

As a director together with the other directors, you will control the corporation’s business. The corporation’s rule book will set out the powers and functions of the directors.

A director has a common law right to inspect documents of the corporation, if required, in order to assess the corporation’s performance.

A director must:

  • be fully up to date on what the corporation is doing
  • find out for himself or herself how any proposed action will affect the corporation’s business performance, especially if it involves a substantial amount of the corporation’s money
  • obtain outside professional advice when required to make an informed decision
  • ask questions of managers and staff through the chair at directors' meetings about how the corporation is going
  • take an active part in directors' meetings.

Remember, only be a director if you are willing to put in the effort.

Resources and further information

Download a template for giving your consent to become a director (17kb Word doc).

See also the fact sheets on:

These issues of the ORIC Oracle are also relevant: