sec.12Reliance on information or advice provided by others [CA, s 189 ]

### sec.12 Reliance on information or advice provided by others [CA, s 189 ] This section applies if— a board member of a distributor-retailer relies on information, or professional or expert advice, given or prepared by— an officer or an employee of the distributor-retailer whom the board member believes on reasonable grounds to be reliable and competent in relation to the matters concerned; or a professional adviser or expert relating to matters the board member believes on reasonable grounds to be within the person’s professional or expert competence; or another board member relating to matters within the board member’s authority; or a committee of board members on which the board member did not serve relating to matters within the committee’s authority; and the reliance was made— in good faith; and after making an independent assessment of the information or advice, having regard to the board member’s knowledge of the distributor-retailer and the complexity of the structure and operations of the distributor-retailer; and the reasonableness of the board member’s reliance on the information or advice arises in proceedings brought to decide whether a board member has performed a duty under this part or an equivalent general law duty. The board member’s reliance on the information or advice is taken to be reasonable unless the contrary is proved. (sec.12-ssec.1) This section applies if— a board member of a distributor-retailer relies on information, or professional or expert advice, given or prepared by— an officer or an employee of the distributor-retailer whom the board member believes on reasonable grounds to be reliable and competent in relation to the matters concerned; or a professional adviser or expert relating to matters the board member believes on reasonable grounds to be within the person’s professional or expert competence; or another board member relating to matters within the board member’s authority; or a committee of board members on which the board member did not serve relating to matters within the committee’s authority; and the reliance was made— in good faith; and after making an independent assessment of the information or advice, having regard to the board member’s knowledge of the distributor-retailer and the complexity of the structure and operations of the distributor-retailer; and the reasonableness of the board member’s reliance on the information or advice arises in proceedings brought to decide whether a board member has performed a duty under this part or an equivalent general law duty. (sec.12-ssec.2) The board member’s reliance on the information or advice is taken to be reasonable unless the contrary is proved. - (a) a board member of a distributor-retailer relies on information, or professional or expert advice, given or prepared by— (i) an officer or an employee of the distributor-retailer whom the board member believes on reasonable grounds to be reliable and competent in relation to the matters concerned; or (ii) a professional adviser or expert relating to matters the board member believes on reasonable grounds to be within the person’s professional or expert competence; or (iii) another board member relating to matters within the board member’s authority; or (iv) a committee of board members on which the board member did not serve relating to matters within the committee’s authority; and - (i) an officer or an employee of the distributor-retailer whom the board member believes on reasonable grounds to be reliable and competent in relation to the matters concerned; or - (ii) a professional adviser or expert relating to matters the board member believes on reasonable grounds to be within the person’s professional or expert competence; or - (iii) another board member relating to matters within the board member’s authority; or - (iv) a committee of board members on which the board member did not serve relating to matters within the committee’s authority; and - (b) the reliance was made— (i) in good faith; and (ii) after making an independent assessment of the information or advice, having regard to the board member’s knowledge of the distributor-retailer and the complexity of the structure and operations of the distributor-retailer; and - (i) in good faith; and - (ii) after making an independent assessment of the information or advice, having regard to the board member’s knowledge of the distributor-retailer and the complexity of the structure and operations of the distributor-retailer; and - (c) the reasonableness of the board member’s reliance on the information or advice arises in proceedings brought to decide whether a board member has performed a duty under this part or an equivalent general law duty. - (i) an officer or an employee of the distributor-retailer whom the board member believes on reasonable grounds to be reliable and competent in relation to the matters concerned; or - (ii) a professional adviser or expert relating to matters the board member believes on reasonable grounds to be within the person’s professional or expert competence; or - (iii) another board member relating to matters within the board member’s authority; or - (iv) a committee of board members on which the board member did not serve relating to matters within the committee’s authority; and - (i) in good faith; and - (ii) after making an independent assessment of the information or advice, having regard to the board member’s knowledge of the distributor-retailer and the complexity of the structure and operations of the distributor-retailer; and