THE CORPORATIONS LAW

CHAPTER 2D - OFFICERS AND EMPLOYEES

PART 2D.1 - DUTIES AND POWERS

Division 1 - General duties

SECTION 184   GOOD FAITH, USE OF POSITION AND USE OF INFORMATION - CRIMINAL OFFENCES  

184(1)  Good faith - directors and other officers.  

A director or other officer of a corporation commits an offence if they:

(a)  are reckless; or

(b)  are intentionally dishonest;

and fail to exercise their powers and discharge their duties:

(c)  in good faith in the best interests of the corporation; or

(d)  for a proper purpose.

Note:

Section 187 deals with the situation of directors of wholly-owned subsidiaries.

184(2)  Use of position - directors, other officers and employees.  

A director, other officer or employee of a corporation commits an offence if they use their position dishonestly:

(a)  with the intention of directly or indirectly gaining an advantage for themselves, or someone else, or causing detriment to the corporation; or

(b)  recklessly as to whether the use may result in themselves or someone else directly or indirectly gaining an advantage, or in causing detriment to the corporation.

184(3)  Use of information - directors, other officers and employees.  

A person who obtains information because they are, or have been, a director or other officer or employee of a corporation commits an offence if they use the information dishonestly:

(a)  with the intention of directly or indirectly gaining an advantage for themselves, or someone else, or causing detriment to the corporation; or

(b)  recklessly as to whether the use may result in themselves or someone else directly or indirectly gaining an advantage, or in causing detriment to the corporation.