Directors and Officers Liability

Considering Accepting a Directorship? Also Consider Your Liability . . . 

In addition to basic duties, a director or officer may be held liable for:

1. Failure to act as stated under a statute.
   For example, if a statute requires directors to file a report or maintain certain records, and these reports or records are not maintained, the director may be liable for an offence under that statute.
2. Non-compliance of the organization with a statute.
   For example, directors may be liable for financial losses, wrongful dismissal, employee discrimination or failure to remediate environmental damage. Be aware that directors can be held personally liable and that:

• Ignorance is not a defence.
• Resignation is not necessarily a defence.
• Company indemnity may not be enough.

Consult a lawyer for more information on directors' and officers' legal liability.

Managing Liability Risk 

Organizations with paid or volunteer boards should be aware that directors and officers have very specific duties and obligations. Directors and officers should be given all of the appropriate information that is required to perform their duties effectively. 

Whether your organization is creating its first board or has a long-established board, or whether you're considering becoming member of a board, learn about 11 risk management opportunities for directors and officers.