We have, in the recent past, blogged about the Boily case. In this Ottawa case, a board of directors was found to be in contempt of court and was ordered to personally pay in excess of $96,000 in legal costs. Many have asked for an update on this matter and for advice on how directors can protect themselves against personal liability.
To stay out of trouble, directors should remember what are their roles and obligations. There are often misconceptions behind what is a director’s “job”. The board of directors is mandated to manage the affairs of the corporation on behalf of the owners. They are not “elected officials” with an “agenda” and “electoral promises to keep”. Their job is not to please “constituents” or “take sides”. They are, of course, entitled to their opinion, but they should always keep in mind that they are there to act in the best interests of the corporation – not in their own interest. They are, in essence, the “guardians” of the assets of the corporation.
