22Duties of officers and employees

22 Duties of officers and employees

(1)  In this section –

business judgment means any decision to take or not take action in respect of a matter relevant to the business affairs of the Corporation;

former employee means a person who ceased to be an employee within the period of 7 years immediately preceding the relevant time;

former officer means a person who ceased to be an officer within the period of 7 years immediately preceding the relevant time.

(2)  An officer of the Corporation must perform and exercise the functions and powers of his or her office in the Corporation –

(a) in good faith in the best interests of the Corporation; and

(b) for a proper purpose.

Penalty:  Fine not exceeding 2 000 penalty units or a term of imprisonment not exceeding 5 years, or both.

(3)  An officer of the Corporation must exercise his or her powers and perform his or her functions with the degree of care and diligence that a reasonable person would exercise if he or she –

(a) were an officer of a corporation in the circumstances of the Corporation; and

(b) occupied the office held by, and had the same responsibilities within the Corporation as, the officer.

Penalty:  Fine not exceeding 2 000 penalty units or a term of imprisonment not exceeding 5 years, or both.

(4)  An officer of the Corporation who makes a business judgment is taken to meet the requirements of subsection (3) , and his or her equivalent duties at common law and in equity, in respect of the judgment if the officer –

(a) makes the judgment in good faith for a proper purpose; and

(b) does not have a material personal interest in the subject matter of the judgment; and

(c) informs himself or herself about the subject matter of the judgment to the extent he or she reasonably believes to be appropriate; and