irrespective of whether or not the person is also a member of the company’s board.
| (2) | A director of a company must— |
| (a) | not use the position of director, or any information obtained while acting in the capacity of a director— |
| (i) | to gain an advantage for the director, or for another person other than the company or a wholly-owned subsidiary of the company; or |
| (ii) | to knowingly cause harm to the company or a subsidiary of the company; and |
| (b) | communicate to the board at the earliest practicable opportunity any information that comes to the director’s attention, unless the director— |
| (i) | reasonably believes that the information is— |
| (aa) | immaterial to the company; or |
| (bb) | generally available to the public, or known to the other directors; or |
| (ii) | is bound not to disclose that information by a legal or ethical obligation of confidentiality. |
| (3) | Subject to subsections (4) and (5), a director of a company, when acting in that capacity, must exercise the powers and perform the functions of director— |
| (a) | in good faith and for a proper purpose; |
| (b) | in the best interests of the company; and |
| (c) | with the degree of care, skill and diligence that may reasonably be expected of a person— |
| (i) | carrying out the same functions in relation to the company as those carried out by that director; and |
| (ii) | having the general knowledge, skill and experience of that director. |
| (4) | In respect of any particular matter arising in the exercise of the powers or the performance of the functions of director, a particular director of a company— |
| (a) | will have satisfied the obligations of subsection (3)(b) and (c) if— |
| (i) | the director has taken reasonably diligent steps to become informed about the matter; |
| (aa) | the director had no material personal financial interest in the subject matter of the decision, and had no reasonable basis to know that any related person had a personal financial interest in the matter; or |
| (bb) | the director complied with the requirements of section 75 with respect to any interest contemplated in subparagraph (aa); and |
| (iii) | the director made a decision, or supported the decision of a committee or the board, with regard to that matter, and the director had a rational basis for believing, and did believe, that the decision was in the best interests of the company; and |
| (b) | is entitled to rely on— |
| (i) | the performance by any of the persons— |
| (aa) | referred to in subsection (5); or |
| (bb) | to whom the board may reasonably have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board’s functions that are delegable under applicable law; and |
| (ii) | any information, opinions, recommendations, reports or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection (5). |
| (5) | To the extent contemplated in subsection (4)(b), a director is entitled to rely on— |
| (a) | one or more employees of the company whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports or statements provided; |
| (b) | legal counsel, accountants, or other professional persons retained by the company, the board or a committee as to matters involving skills or expertise that the director reasonably believes are matters— |
| (i) | within the particular person’s professional or expert competence; or |
| (ii) | as to which the particular person merits confidence; or |
| (c) | a committee of the board of which the director is not a member, unless the director has reason to believe that the actions of the committee do not merit confidence. |
