Sample Duties and Expectations of a Director

Adapted with permission from the Ontario Hospital Association’s Guide to Good Governance, 2005. Original materials provided by and/or authored by Anne Corbett, Borden Ladner Gervais LLP.


The hospital is committed to ensuring that it achieves standards of excellence in the quality of its governance and has adopted this policy describing the duties and expectations of directors.


This policy applies to all elected and ex-officio directors and is provided to directors before they are recruited for appointment to the board. Each director must confirm in writing that he or she will abide by this policy.

Position Description - Board of Directors

As a member of the board, and in contributing to the collective achievement of the role of the board, the individual director is responsible for the following:

Fiduciary Duties

Each director is responsible for fulfilling the Duty of Care, the Duty of Loyalty and the Duty of Obedience. The Duty of Care requires board members to act in good faith; to use the same degree of diligence, care and skill that a prudent person would use in similar situations or circumstances; and to act in a manner that they reasonably believe is in the best interest of the organization.The Duty of Care requires board members to make informed decisions; ask questions if issues are raised about the validity or completeness of the information presented to them; participate in deliberations and decisions; and to make informed decisions in good faith, without self-interest, and in the best interest of the corporation (thereby invoking the protection of the business judgment rule).

The Duty of Loyalty requires board members to act solely in the best interest of the organization and to refrain from deriving personal gain to the organization’s detriment.This duty includes a board’s obligation to avoid impermissible conflicts of interest, prevents board members from usurping a corporate opportunity for their own personal gain and requires board members to preserve the confidentiality of the corporation’s affairs.The Duty of Obedience requires the board and its members to comply with applicable federal, state, and local laws, rules and regulations; honor the terms and conditions of the organization’s mission, bylaws, policies and procedures, and act at all times within the scope of their authority under the corporation’s articles, bylaws and applicable laws. Each director shall apply the level of skill and judgment that may reasonably be expected of a person with his or her knowledge and experience. Directors with special skill and knowledge are expected to apply that skill and knowledge to matters that come before the board.

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