sec.202Conduct of company directors, employees or agents

### sec.202 Conduct of company directors, employees or agents In this section— engaging in conduct includes failing to engage in conduct. representative means— for a corporation—an executive officer, employee or agent of the corporation; or for an individual—an employee or agent of the individual. state of mind of a person includes— the person’s knowledge, intention, opinion, belief or purpose; and the person’s reasons for the intention, opinion, belief or purpose. If, in a proceeding for an offence against this Act, it is necessary to establish the state of mind of a corporation about particular conduct, it is enough to show— the conduct was engaged in by a representative of the corporation within the scope of the representative’s actual or apparent authority; and the representative had the state of mind. Conduct engaged in for a corporation by a representative of the corporation within the scope of the representative’s actual or apparent authority is taken, in a proceeding for an offence against this Act, to have been engaged in also by the corporation unless the corporation establishes it took reasonable precautions and exercised proper diligence to avoid the conduct. If, in a proceeding for an offence against this Act, it is necessary to establish the state of mind of an individual about particular conduct, it is enough to show— the conduct was engaged in by a representative of the individual within the scope of the representative’s actual or apparent authority; and the representative had the state of mind. Conduct engaged in for an individual by a representative of the individual within the scope of the representative’s actual or apparent authority is taken, in a proceeding for an offence against this Act, to have been engaged in also by the individual unless the individual establishes the individual took reasonable precautions and exercised proper diligence to avoid the conduct. (sec.202-ssec.1) In this section— engaging in conduct includes failing to engage in conduct. representative means— for a corporation—an executive officer, employee or agent of the corporation; or for an individual—an employee or agent of the individual. state of mind of a person includes— the person’s knowledge, intention, opinion, belief or purpose; and the person’s reasons for the intention, opinion, belief or purpose. (sec.202-ssec.2) If, in a proceeding for an offence against this Act, it is necessary to establish the state of mind of a corporation about particular conduct, it is enough to show— the conduct was engaged in by a representative of the corporation within the scope of the representative’s actual or apparent authority; and the representative had the state of mind. (sec.202-ssec.3) Conduct engaged in for a corporation by a representative of the corporation within the scope of the representative’s actual or apparent authority is taken, in a proceeding for an offence against this Act, to have been engaged in also by the corporation unless the corporation establishes it took reasonable precautions and exercised proper diligence to avoid the conduct. (sec.202-ssec.4) If, in a proceeding for an offence against this Act, it is necessary to establish the state of mind of an individual about particular conduct, it is enough to show— the conduct was engaged in by a representative of the individual within the scope of the representative’s actual or apparent authority; and the representative had the state of mind. (sec.202-ssec.5) Conduct engaged in for an individual by a representative of the individual within the scope of the representative’s actual or apparent authority is taken, in a proceeding for an offence against this Act, to have been engaged in also by the individual unless the individual establishes the individual took reasonable precautions and exercised proper diligence to avoid the conduct. - (a) for a corporation—an executive officer, employee or agent of the corporation; or - (b) for an individual—an employee or agent of the individual. - (a) the person’s knowledge, intention, opinion, belief or purpose; and - (b) the person’s reasons for the intention, opinion, belief or purpose. - (a) the conduct was engaged in by a representative of the corporation within the scope of the representative’s actual or apparent authority; and - (b) the representative had the state of mind. - (a) the conduct was engaged in by a representative of the individual within the scope of the representative’s actual or apparent authority; and - (b) the representative had the state of mind.