Which of the following is a consequence of a director breaching their fiduciary duties Which of the following is a consequence of a director breaching their fiduciary duties? A. Court-ordered removal

Independent directors are defined as directors who Independent directors are defined as directors who: A. Have no material relationship with the company or its insiders B. Are appointed by majority sh

A shareholders’ resolution passed by written consent (without a meeting) under CBCA requires: A shareholders’ resolution passed by written consent (without a meeting) under CBCA requires:

Which of the following actions by a director would NOT breach the duty of care Which of the following actions by a director would NOT breach the duty of care? A. Relying on expert reports in good fait

The primary purpose of proxy voting is to The primary purpose of proxy voting is to: A. Facilitate shareholder participation in meetings B. Concentrate power in the board of directors C. Eliminate min

Under CBCA, dividends may only be paid if Under CBCA, dividends may only be paid if: A. The company is solvent and can pay debts as they fall due B. Shareholders approve the dividend C. The company ha

Which of the following is a valid reason for a director to abstain from voting on a board resolution Which of the following is a valid reason for a director to abstain from voting on a board resolutio

Shareholders who vote in favor of a transaction generally Shareholders who vote in favor of a transaction generally: A. Cannot later challenge the transaction’s validity B. May still challenge t

A public company’s audit committee must include at least: A public company’s audit committee must include at least: A. One independent director with financial literacy B. Three executive d

Under CBCA, unanimous shareholder agreements (USAs) can Under CBCA, unanimous shareholder agreements (USAs) can: A. Restrict or eliminate the board’s powers B. Only apply to public companies C.

Which of the following is NOT a fiduciary duty of directors under Canadian corporate law Which of the following is NOT a fiduciary duty of directors under Canadian corporate law? A. Duty of care B. Du

For a board meeting to be valid under CBCA, what is required For a board meeting to be valid under CBCA, what is required? A. Quorum of directors present (in person or by permitted means) B. Sharehold

The oppression remedy under CBCA allows shareholders to seek relief when The oppression remedy under CBCA allows shareholders to seek relief when: A. Corporate conduct is oppressive, unfairly prejudic

A proxy becomes invalid when A proxy becomes invalid when: A. The shareholder revokes it in writing before the meeting B. The meeting is adjourned C. The proxy holder is a senior officer D. The shareh

Which of the following decisions is within the exclusive authority of the board of directors Which of the following decisions is within the exclusive authority of the board of directors? A. Amending t

Under Canadian law, a director must disclose a conflict of interest Under Canadian law, a director must disclose a conflict of interest: A. At the first board meeting where the transaction is consider

A special shareholders’ meeting may only be held for A special shareholders’ meeting may only be held for: A. Items specified in the meeting notice B. Any corporate matter shareholders cho

Which of the following is a core function of the board’s nominating committee Which of the following is a core function of the board’s nominating committee? A. Identifying and recruiting q

Shareholders are generally not liable for corporate debts beyond Shareholders are generally not liable for corporate debts beyond: A. The amount of their unpaid share capital B. Total corporate liabil

Under CBCA, directors may be indemnified by the company for legal costs if Under CBCA, directors may be indemnified by the company for legal costs if: A. They acted dishonestly and breached fiduciary

Which of the following best defines a related party transaction under Canadian corporate rules Which of the following best defines a related party transaction under Canadian corporate rules? A. A tran

If a shareholders’ meeting lacks proper notice, any resolutions passed are: If a shareholders’ meeting lacks proper notice, any resolutions passed are: A. Valid if majority shareholders ap

The board of directors is responsible for appointing which of the following The board of directors is responsible for appointing which of the following? A. Shareholders of the company B. Senior office

Which of the following is NOT a valid type of shareholder resolution under CBCA Which of the following is NOT a valid type of shareholder resolution under CBCA? A. Ordinary resolution B. Special resol

For Canadian public companies, independent directors must make up what percentage of the board under most securities rules For Canadian public companies, independent directors must make up what percen