THE CORPORATIONS LAW

CHAPTER 2D - OFFICERS AND EMPLOYEES

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PART 2D.1 - DUTIES AND POWERS

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Division 1 - General duties

SECTION 180   CARE AND DILIGENCE - CIVIL OBLIGATION ONLY  

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180(1)  Care and diligence - directors and other officers.  

A director or other officer of a corporation must exercise their powers and discharge their duties with the degree of care and diligence that a reasonable person would exercise if they:

(a)  were a director or officer of a corporation in the corporation's circumstances; and

(b)  occupied the office held by, and had the same responsibilities within the corporation as, the director or officer.

Note:

This subsection is a civil penalty provision (see section 1317E).

180(2)  Business judgment rule.  

A director or other officer of a corporation who makes a business judgment is taken to meet the requirements of subsection (1), and their equivalent duties at common law and in equity, in respect of the judgment if they:

(a)  make the judgment in good faith for a proper purpose; and

(b)  do not have a material personal interest in the subject matter of the judgment; and

(c)  inform themselves about the subject matter of the judgment to the extent they reasonably believe to be appropriate; and

(d)  rationally believe that the judgment is in the best interests of the corporation.

The director's or officer's belief that the judgment is in the best interests of the corporation is a rational one unless the belief is one that no reasonable person in their position would hold.

Note:

This subsection only operates in relation to duties under this section and their equivalent duties at common law or in equity (including the duty of care that arises under the common law principles governing liability for negligence) - it does not operate in relation to duties under any other provision of this Law or under any other laws.

180(3)  (Definition of business judgment)  

In this section:

business judgment means any decision to take or not take action in respect of a matter relevant to the business operations of the corporation.
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