Duty to Protect

It requires directors and officers to exercise their powers and discharge their duties “honestly and in good faith with a view to the best interests of the corporation” and to “exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.”6 In 2019, the CBCA was amended to clarify factors that directors and officers may consider when acting wit [...] The Court has held that the board of directors is required to reflect on the interests of the corporation both as an economic actor and as a “good corporate citizen.”9 In BCE Inc v 1976 Debentureholders, it held: “The fiduciary duty of the directors to the corporation is a broad, contextual concept. [...] Boards need to determine if and how climate-related risk is material to the business, and then devise strategies to address that risk as part of their duties to the company. [...] Courts are ill-suited and should be reluctant to second-guess the application of business expertise to the considerations that are involved in corporate decision making, but they are capable, on the facts of any case, of determining whether an appropriate degree of prudence and diligence was brought to bear in reaching what is claimed to be a reasonable business decision at the time it was made.14 [...] In R v Bata Industries Ltd, the Ontario Court of Justice held that environmental legislation creates a duty on directors and officers to take all reasonable care to prevent the corporation from causing or permitting an unlawful discharge of contaminants that might impair the quality of water, and that, in the exercise of their duties under environmental law, directors and officers are to take guid