On April 8, 2019, the federal government introduced Bill C-97 in
order to implement its spring budget. Bill C-97 proposes to effect
amendments to a number of federal statutes, including making
important changes to the Canada Business Corporations Act
("CBCA"). The proposed amendments to the
CBCA include those apparently intended to clarify the nature of the
"fiduciary duty" of directors and officers, the
introduction of a non-binding "Say on Pay" vote regarding
senior management remuneration, and the requirement to provide
certain additional annual reports.
The Fiduciary Duty
Under the CBCA, the board of directors of a corporation is
responsible for managing or supervising the management of the
corporation's business and affairs, including having the power
to delegate the day-to-day management to the corporation's
officers. In managing or supervising management, directors and
officers are charged with discharging two statutory duties, the
"fiduciary duty" and the
