Section 138 — Companies Act 1993: Use of information and advice

138 Use of information and advice (1) Subject to subsection (2) of this section, a director of a company, when exercising powers or performing duties as a director, may rely on reports, statements, and financial data and other information prepared or supplied, and on professional or expert advice given, by any of the following persons: (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 expert in relation to matters which the director believes on reasonable grounds to be within the person's professional or expert competence: (c) Any other director or committee of directors upon which the director did not serve in relation to matters within the director's or committee's designated authority. (2) Subsection (1) of this section applies to a director only if the director— (a) Acts in good faith; and (b) Makes proper inquiry where the need for inquiry is indicated by the circumstances; and (c) Has no knowledge that such reliance is unwarranted.