Directors exercise management power over the Company (subject to a unanimous shareholder agreement) so representation of shareholders is key; as is security for nominee directors from being removed easily. Remuneration can be fixed either by shareholders or by the directors themselves. Generally, under corporate law, directors have legal liability and a fiduciary duty to the corporation and advisors do not. For example, directors may be responsible for employee lost wages in the event of bankruptcy, and other potential liabilities exist, such as, environmental liabilities (mostly, from toxic spills).Under Canadian business law, the board of directors is required to supervise and manage the affairs of the corporation. The directors must conduct their supervisory and managerial roles in good faith. Directors have a duty of care, duty of loyalty, duty of obedience and fiduciary duties. Breach of any of these duties may result in a finding of liability for an act or omission.Unless restricted by a unanimous shareholders' agreement, the directors have powers given to them under the Company's articles of incorporation, applicable corporate statute (such as the Ontario Business Corporation Act or the Canada Business Corporation Act), and the company's by-laws, as applicable. For example, Directors may have the power to approve share issuances, indebtedness, create a security interest in any of the property of the corporation among other decisions.Because Directors have significant decision-making powers, appointing directors of a corporation should not be considered lightly. As noted above, a company may restrict a director's decision-making power via a unanimous shareholders' agreement, and under this arrangement, the shareholders play a more active role in managing the company's affairs. This is a common arrangement in a small private company (for example, in a start-up company). Because of the greater accountability given to shareholders in these circumstances, there is some distance created between the board of directors and the company, and risk of liability begins to shift away from directors and towards shareholders. Directors (and officers, especially in a company in which shareholders are taking an active management role) may be exposed to risks as noted above, and because of this, many directors will purchase directors and officers insurance to protect from liability that may arise should some legal action be brought against them in their capacity to act as directors of the company. In conclusion, there are many factors which must be carefully weighed when structuring and selecting directors or advisers to guide the growth of a company.