Section 17 – Restricted application of ss. 18, 19
Restricted application of ss. 18, 18.1 and 19 - s. 17(1)
Subsection 17(1) provides that ss. 18, 18.1 and 19 of the Employment Protection for Foreign Nationals Act, 2009 (EPFNA) (director liability and indemnification of directors) do not apply with respect to persons described in ss. 80(2), (3), or (4) of the Employment Standards Act, 2000. This exempts the following people from the application of ss. 18, 18.1 and 19:
- Directors of corporations to which the Not-for-Profit Corporations Act, 2010 S.O. 2010, c. 15 applies, or to which the Co-operative Corporations Act, R.S.O. 1990, cC.35 applies;
- Directors, or persons performing similar functions as a director, of a college of a health profession or group of health professions established or continued under an Ontario statute; and
- Directors of corporations that are incorporated in another jurisdiction where the corporation is of a charitable or non-profit nature and has purposes similar to a corporation described in the first bullet above.
For a discussion of ss. 80(2), (3) and (4) of the ESA 2000 please see ESA Part XX.
Application to certain shareholders - s. 17(2)
Subsection 17(2) indicates that shareholders who are parties to a unanimous shareholder agreement may be considered directors for the purposes of ss. 18, 18.1 and 19 of EPFNA to the extent that they have control over the affairs of the corporation relating to obligations under EPFNA. The shareholders are considered to have the discretion or power to manage or supervise the management of the business and affairs of the corporation where the unanimous shareholder agreement restricts the directors’ powers to supervise or manage the same activities.