Board of Directors' Checklist
The following checklist should assist you in fulfilling your duties as a Director and in avoiding potential legal liability. In general Directors should:
- Attend all board meetings.
- Speak your mind.
- Insist on receiving all relevant information relating to matters requiring Board approval in advance.
- Insist that relevant materials are succinct and comprehensible.
- Read circulated materials carefully and in advance.
- Make independent decisions (avoid being a rubber stamp).
- Keep personal notes of meetings.
- Review all minutes of meetings when received.
- Keep a file to collect minutes, personal notes and other important documents.
- Insist the minutes record any disclosure made by a Director, or that a Directors abstinence or dissent is recorded.
- Consider obtaining independent advice on any major corporate actions to be taken, such as selling or acquiring real estate. Get written opinions from the lawyers, accountants, valuers and investment advisers on whose advice the Board is expected to act.
- Insist on good audits and an effective audit committee.
- Insist that the corporation protect Directors (to the extent practicable and permitted by law) by insurance and indemnification.
- Get assurances from management that all statutory obligations are being met.
- Be alert and responsive to changing circumstances.
DISCLAIMER:
This is intended for general information purposes only. Before making decisions based on your specific situation it is advisable to consult a lawyer.
