In Ontario, the Ministry of the Environment has taken a more aggressive approach in prosecuting individuals when it perceives them to have been responsible for corporate pollution. The MOE was also recently successful in having a conviction upheld on appeal in respect of a charge laid under section 16 of The Ontario Water Resources Act against George Crowe, managing director of a company which participated in the burial of 185 drums of toxic waste on a farm in eastern Ontario. It should be noted that the director was also the sole shareholder and the sole directing mind of the corporation. He was sentenced to six months in jail, which was reduced to 15 days by the Court of Appeal. The liability discussed above is imposed upon directors who voted for or consented to resolutions authorizing the corporate actions which give rise to the prohibited act.
Consent is indicated by the signing of a resolution or by failing to dissent at a meeting.
A director who is present at a meeting of directors, or a committee of directors, is deemed by the Act to have consented to any resolution passed or actions taken at that meeting unless he or she requests that his or her dissent be entered in the minutes or his or her dissent is so entered, or unless he or she sends a written dissent to the secretary of the meeting before it is adjourned or unless he or she delivers a dissent or sends one by registered mail to the registered office of the corporation immediately after the meeting is adjourned. A director who has actually voted in favour of, or consented to, a resolution cannot later dissent. A director who is not present at a meeting at which a resolution was passed or action taken has seven days after he or she becomes aware of the resolution to dissent either by causing his or her dissent to be placed in the minutes of the meeting or by delivering a dissent or sending one by registered mail to the registered office of the corporation. Otherwise, he or she is deemed to have consented to the resolution or action taken. Reports A director will also be protected from liability if he or she has relied in good faith upon financial statements of the corporation or a written report of the auditor if they are presented to him or her by an officer or the auditor, respectively, as fairly reflecting the financial conditions of the corporation.