All sections · Part VII: Directors · Sub-Part III: Duties of Directors and Conflicts

147 Reliance on records and reports

(1) Subject to subsection (2), a director of a company, when exercising his
powers or performing his duties as a director, is entitled to rely upon the
register of members and upon books, records, financial statements and
other information prepared or supplied, and on professional or expert
advice given, by —

(a) an employee of the company whom the director believes on
reasonable grounds to be reliable and competent in relation to the
matters concerned;

(b) a professional adviser or expert in relation to matters which the
director believes on reasonable grounds to be within the person‘s
professional or expert competence; and

(c) any other director, or committee of directors upon which the
director did not serve, in relation to matters within the director‘s
or committee‘s designated authority.

(2) Subsection (1) applies only if the director —

(a) acts in good faith;

(b) makes proper inquiry where the need for the inquiry is indicated
by the circumstances; and

(c) has no knowledge that his reliance on the register of members or
the books, records, financial statements and other information or
expert advice is not warranted.
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