6. Duties of board members
| (1) | A board member must at all times act honestly in performing the functions of his or her office. |
| (2) | A board member must at all times exercise a reasonable degree of care and diligence in performing a member's functions, and in furtherance of this duty without limiting its scope, must— |
| (a) | take reasonable steps to inform himself or herself about the institution, its business and activities and the circumstances in which it operates; |
| (b) | take reasonable steps, through the processes of the board, to obtain sufficient information and advice about all matters to be decided by the board to enable him or her to make conscientious and informed decisions; and |
| (c) | exercise an active discretion with respect to all matters to be decided by the board. |
| (3) | A board member need not give continuous attention to the affairs of the board, but is required to exercise reasonable diligence in relation to— |
| (b) | preparation for and attendance at meetings of, |
the board and any committee to which the board member is appointed.
| (4) | In determining the degree of care and diligence required to be exercised by a board member, regard must be had to the skills, knowledge or insight possessed by that member, and to the degree of risk involved in any particular circumstances. |
| (5) | A board member, or former board member, must not make improper use of his or her position as a member or of information acquired by virtue of his or her position as a member to gain, directly or indirectly, an advantage for himself or herself or for any other person, or to prejudice the institution. |
| (6) | This item must be interpreted as adding to, and not deviating from, any law relating to the criminal or civil liability of a member of a governing body of a corporate body, and it does not prevent any criminal or civil proceedings being instituted in respect of such a liability. |
| (1) | If a board member has a direct or indirect pecuniary or other interest in any matter in which the institution is concerned, which could conflict with the proper performance of his or her duties in relation to that matter, he or she must disclose that interest as soon as practicable after the relevant facts come to his or her knowledge. |
| (2) | If the board member is present at a meeting of the board at which the matter is to be considered, the board member must disclose the nature of his or her interest to the meeting immediately before the matter is considered. |
| (3) | If the board member is aware that the matter is to be considered at a meeting of the board at which he or she does not intend to be present, he or she must disclose the nature of his or her interest to the chairperson before the meeting is held. |
| (4) | A board member who has made a disclosure under this paragraph must not— |
| (a) | be present during any deliberation; or |
| (b) | take part in any decision, |
of the board in relation to the matter in question.
| (5) | Any disclosure made under this paragraph must be noted in the minutes of the relevant meeting of the board. |
| 8. | Recovery of improper profits |
If a person contravenes item 7, the institution, or the Minister in the name of the institution, may recover from the person as a debt due to the institution, through a competent court, either or both of the following—
| (a) | if that person, or any other person, made a profit as a result of the contravention, an amount equal to that profit; and |
| (b) | if the institution has suffered loss or damage as a result of the contravention, an amount equal to that loss or damage. |
