Duties of Directors and Executives

Duties of Directors and Executives appears in the official CIRO Director and Executive Exam syllabus as part of Duties, liabilities and defences. Questions here usually test whether you can identify the controlling rule, control, calculation, workflow, or escalation path in a realistic fact pattern rather than simply restate a definition.

What This Section Is Really Testing

The exam is usually less interested in whether you can repeat the heading than whether you can explain why it matters in the actual dealer, client, governance, capital, operations, market, or supervisory context. Start by identifying the participant, obligation, process, or risk that governs the situation, then ask what action, documentation, or consequence follows.

Learning Objectives

• Analyze duties to perform with the care, skill, and diligence of a reasonably prudent person.
• Analyze duties of diligence at Board meetings, including the duty not to support improper resolutions, the general duty of legal compliance, and differences for inside and outside Directors.
• Apply Director and Executive duties to scenarios involving Board decision-making, escalation failures, and legal-compliance obligations.

Exam Angle

The stronger answer usually classifies the participant, account, marketplace, report, control failure, or oversight duty first, then applies the rule to the exact context. Watch for fact patterns that blur documentation, supervision, escalation, calculations, and timing because that is where this syllabus language becomes exam-relevant.

Key Takeaways

• Start by identifying which participant, account, process, control framework, or rule governs the fact pattern.
• Translate the section heading into a practical consequence such as approval, calculation, documentation, reporting, monitoring, or escalation.
• Treat this section as scenario logic, not as isolated terminology.