§ 818 — Standards of conduct and liability

(a) A director shall discharge his or her duties as a director, including the director’s duties as a member of a committee:
(1) in good faith;
(2) with the care that an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3) in a manner the director reasonably believes to be in the best interests of the enterprise.
(b) In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1) one or more officers or employees of the enterprise whom the director reasonably believes to be reliable and competent in the matters presented;
(2) legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person’s professional or expert competence; or
(3) a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.
(c) A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance permitted by subsection (b) of this section unwarranted.
(d) A director is not liable for any action taken as a director or any failure to take any action if the director performed the duties of his or her office in compliance with this section. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)