In Quebec, the board of directors may delegate certain powers to a director—specifically, to a officer, or to one or more board committees. However, only acts of day-to-day management may be delegated in this manner, subject to the powers that the law expressly reserves for the board of directors.
In Canada, directors may delegate certain powers to a managing director, chosen from among themselves, who must be a Canadian resident, or to a committee of the board of directors, subject to the powers that federal law expressly prohibits from being delegated. Notwithstanding such delegation of powers to them by the board, neither the managing director nor the committee may exercise powers that are expressly stipulated in federal law as not being exercisable by them.