Section 376 — Companies Act 1993: Defences

376 Defences (1) It is a defence to a director charged with an offence in relation to a duty imposed on the board of a company if the director proves that— (a) The board took all reasonable and proper steps to ensure that the requirements of this Act would be complied with; or (b) He or she took all reasonable and proper steps to ensure that the board complied with the requirements of this Act; or (c) In the circumstances he or she could not reasonably have been expected to take steps to ensure that the board complied with the requirements of this Act. (2) It is a defence to a director charged with an offence in relation to a duty imposed on the company if the director proves that— (a) The company took all reasonable and proper steps to ensure that the requirements of this Act would be complied with; or (b) He or she took all reasonable steps to ensure that the company complied with the requirements of this Act; or (c) In the circumstances he or she could not reasonably have been expected to take steps to ensure that the company complied with the requirements of this Act.