(1) Subject to subsection (2), a director of a company, when exercising powers or performing duties as a director, may rely on reports, statements, financial data and other information prepared or supplied, and on professional or expert advice given by any of the following persons - an employee of the company whom the director believes on reasonable grounds to be reliable and competent in relation to the matters concerned; a professional adviser or expert in relation to matters which the director believes on reasonable grounds to be within the professional or expert competence; person’s any other director or committee of directors with whom the director did not serve, in relation to matters within the or designated authority. director’s committee’s (2) Subsection (1) applies to a director only if the director acts in good faith, makes proper inquiry where the need for inquiry is indicated by the circumstances, and has no knowledge that such reliance is unwarranted. PART IX - SHAREHOLDER ACTIONS Interdict to restrain action (1) Where a company or a director proposes to engage in conduct that contravenes the articles of incorporation of the company or this Act, the company, a director or shareholder of the company may apply to Court for an order interdicting the company or the director from so acting. Where the Court grants an order under subsection (1), it may grant such consequential relief as it deems fit. Derivative action (1) Subject to subsection (2), a shareholder or director of a company may apply to Court for leave to bring proceedings in the name and on behalf of the company or a related company, or intervene in proceedings to which the company or a related company is a party, for the purpose of continuing, defending or discontinuing the proceedings on behalf of the company or related company. Without limiting subsection (1), in determining whether to grant
(1) Subject to subsection (2), a director of a company, when exercising powers or performing duties as a director, may rely on reports, statements, financial data and other information prepared or supplied, and on professional or expert advice given by any of the following persons - an employee of the company whom the director believes on reasonable grounds to be reliable and competent in relation to the matters concerned; 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; any other director or committee of directors with whom the director did not serve, in relation to matters within the director’s or committee’s designated authority. (2) Subsection (1) applies to a director only if the director acts in good faith, makes proper inquiry where the need for inquiry is indicated by the circumstances, and has no knowledge that such reliance is unwarranted. PART IX - SHAREHOLDER ACTIONS Interdict to restrain action (1) Where a company or a director proposes to engage in conduct that contravenes the articles of incorporation of the company or this Act, the company, a director or shareholder of the company may apply to Court for an order interdicting the company or the director from so acting. Where the Court grants an order under subsection (1), it may grant such consequential relief as it deems fit. Derivative action (1) Subject to subsection (2), a shareholder or director of a company may apply to Court for leave to bring proceedings in the name and on behalf of the company or a related company, or intervene in proceedings to which the company or a related company is a party, for the purpose of continuing, defending or discontinuing the proceedings on behalf of the company or related company. Without limiting subsection (1), in determining whether to grant
act_18_of_2011_docx_15688.docx