What ongoing disclosure obligations do Ontario directors have to the corporation and shareholders?

Ontario directors have several ongoing disclosure obligations rooted in statute and common law. The most prominent is the duty to disclose material conflicts of interest — any time a director has a personal stake in a contract or transaction being considered by the corporation, they must disclose it promptly and in writing, then abstain from voting. This obligation applies each time a new conflict arises; a single disclosure at appointment does not cover future conflicts.

Directors of reporting issuers (publicly listed companies) face additional continuous disclosure obligations under Ontario securities law, but even directors of private Ontario corporations have meaningful disclosure duties. They must not misuse confidential corporate information for personal gain, must ensure the corporation's financial statements are accurate, and must not mislead shareholders about the corporation's affairs.

When significant decisions are made — such as a major transaction, a change in the corporation's business, or a transaction involving insiders — directors have a duty to ensure shareholders receive material information in a timely and accurate way, especially if a shareholder vote is required. If you are a director uncertain about what needs to be disclosed in a particular situation, getting legal advice before the information is withheld or delayed is far safer than trying to address the omission afterward.