In Canada, there is no minimum standard for corporate directors. To reflect on that, it might be useful to think about who the shareholders are and how directors are selected. Shareholders are by and large sophisticated, experienced business people. They understand the qualifications and traits required of a director much better than a lay person. They act carefully as for which director to select because they are making an important business decision. The western commercial reality is shaped by and reflective of the society featuring liberalism and personal autonomy. People should be free to decide how their businesses are organized and operated as long as they are not violating the law or other people’s rights because, ultimately, it is their “business”.

Moreover, the performance of the director is part of the commercial risk shareholders are going to take. If there is anything that shareholders can think of to manage or minimize the risk, i.e., matters that must be in consultation with the shareholders, they should consider writing it into the memo and articles. The idea that directors are bound by their designated power finds its expression in the law. For instance, section 136(1) of the British Columbia Business Corporate Act provides that, “The directors of a company must, subject to this Act, the regulations and the memorandum and articles of the company, manage or supervise the management of the business and affairs of the company.” Shareholders should be at liberty to frame delegation of power but, in doing so, they should also exercise that liberty with great deliberation.

Lastly, school education or ethical training won’t necessarily make one a better director. In rare cases would a director act irrationally or carelessly in one’s operation of a business; after all, their business reputation is at stake. It is true that no one would suit everyone’s taste, but if someone has a notorious reputation as a director, it is not very likely that shareholders would be willing to take a risk on that person.

In all, I don’t see why the legislator should be doing the job of screening directors for shareholders and their company. Neither are they in a better position than the shareholders themselves to set up the qualifications for corporate directors.