Companies Act · s 141E

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141E.
Duty and liability of officers
(1) A director shall act honestly and use reasonable diligence in the discharge of the duties of his office.
(2) An officer or agent of a company shall not make improper use of any information acquired by virtue of his position as an officer or agent of the company to gain, directly or indirectly, an advantage for himself or for any other person or to cause detriment to the company.

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Companies
(3) An officer or agent who commits a breach of any of the provisions of this section -
(a) is liable to the company for any profit made by him or for any damage suffered by the company as a result of the breach of any of those provisions; and
(b) is guilty of an offence and liable on conviction to a fine not exceeding $5,000 or imprisonment for a term not exceeding one year.
(4) This section is in addition to and not in derogation of any other written law or rule of law relating to the duty or liability of directors or officers of a company.
(5) In this section -
"agent" includes a banker, solicitor or auditor of the company and any person who at any time has been a banker, solicitor or auditor of the company;
"officer" includes a person who at any time has been an officer of the company.
Powers of directors 141E
(1) The business of a company shall be managed by or under the direction of the directors.
(2) The directors may exercise all the powers of a company except any power that this Act or the memorandum and articles of the company require the company to exercise in general meeting.
Use of information and advice 141G
(1) Subject to subsection (2), a director of a company may, when exercising powers or performing duties as a director, rely on reports, statements, financial data and other information prepared or supplied, and on professional or expert advice given by -

Companies
CAP. 39 161
(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 an expert in relation to matters which the director believes on reasonable grounds to be within such person's professional or expert competence; or
(c) any other director or any committee of directors upon which the director did not serve in relation to matters within that other director's or committee's designated authority.
(2) Subsection (1) applies to a director only if the director -
(a) acts in good faith;
(b) makes proper inquiry where the need for inquiry is indicated by the circumstances; and
(c) has no knowledge that such reliance is unwarranted.
Approval of company required for disposal by directors of company's undertaking or property P 44/2017]

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s 141EDuty and liability of officers

(1)

A director shall act honestly and use reasonable diligence in the discharge of the duties of his office.

(2)

An officer or agent of a company shall not make improper use of any information acquired by virtue of his position as an officer or agent of the company to gain, directly or indirectly, an advantage for himself or for any other person or to cause detriment to the company.

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Companies

(3)

An officer or agent who commits a breach of any of the provisions of this section -

(a)

is liable to the company for any profit made by him or for any damage suffered by the company as a result of the breach of any of those provisions; and

(b)

is guilty of an offence and liable on conviction to a fine not exceeding $5,000 or imprisonment for a term not exceeding one year.

(4)

This section is in addition to and not in derogation of any other written law or rule of law relating to the duty or liability of directors or officers of a company.

(5)

In this section -

"agent" includes a banker, solicitor or auditor of the company and any person who at any time has been a banker, solicitor or auditor of the company;

"officer" includes a person who at any time has been an officer of the company.

Powers of directors 141E

(1)

The business of a company shall be managed by or under the direction of the directors.

(2)

The directors may exercise all the powers of a company except any power that this Act or the memorandum and articles of the company require the company to exercise in general meeting.

Use of information and advice 141G

(1)

Subject to subsection (2), a director of a company may, when exercising powers or performing duties as a director, rely on reports, statements, financial data and other information prepared or supplied, and on professional or expert advice given by -

Companies

CAP. 39 161

(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 an expert in relation to matters which the director believes on reasonable grounds to be within such person's professional or expert competence; or

(c)

any other director or any committee of directors upon which the director did not serve in relation to matters within that other director's or committee's designated authority.

(2)

Subsection (1) applies to a director only if the director -

(a)

acts in good faith;

(b)

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

(c)

has no knowledge that such reliance is unwarranted.

Approval of company required for disposal by directors of company's undertaking or property P 44/2017]