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duty to manage the canadian business corporation act states that subject to any unanimous shareholder agreement the director shall manage or supervise the management of the business and affairs of the corporation now this seems rather straightforward and in many cases it is but consider the following situation the management of an organization becomes aware of soil contamination on a recently acquired plot of land the management then decides to handle it in-house and uses local resources to remediate the situation by removing disposing of and replacing the contaminated soil management feels that they have everything in control and that the remediation is quickly completed so theres really no need to inform the board they also do not report the contamination to the regulatory authorities nonetheless the news gets out and the regulator investigates while there had been some early discussion at the board level of what should be done in the event of an environmental issue specific reporte