Good faith, use of position and use of information—criminal offences

In force

Good faith—directors and other officers

(1)

A director or other officer of a corporation commits an offence if they:

(a)

are reckless; or

(b)

are dishonest;

and fail to exercise their powers and discharge their duties:

(c)

in good faith in the best interests of the corporation; or

(d)

for a proper purpose.

Note:

Section 187 deals with the situation of directors of wholly‑owned subsidiaries.

Use of position—directors, other officers and employees

(2)

A director, other officer or employee of a corporation commits an offence if they use their position dishonestly:

(a)

with the intention of directly or indirectly gaining an advantage for themselves, or someone else, or causing detriment to the corporation; or

(b)

recklessly as to whether the use may result in themselves or someone else directly or indirectly gaining an advantage, or in causing detriment to the corporation.

(2A)

To avoid doubt, it is not a defence in a proceeding for an offence against subsection (2) that the director, other officer or employee of the corporation uses their position dishonestly:

(a)

with the intention of directly or indirectly gaining an advantage for the corporation; or

(b)

with the result that the corporation directly or indirectly gained an advantage.

Use of information—directors, other officers and employees

(3)

A person who obtains information because they are, or have been, a director or other officer or employee of a corporation commits an offence if they use the information dishonestly:

(a)

with the intention of directly or indirectly gaining an advantage for themselves, or someone else, or causing detriment to the corporation; or

(b)

recklessly as to whether the use may result in themselves or someone else directly or indirectly gaining an advantage, or in causing detriment to the corporation.

(4)

To avoid doubt, it is not a defence in a proceeding for an offence against subsection (3) that the person uses the information dishonestly:

(a)

with the intention of directly or indirectly gaining an advantage for the corporation; or

(b)

with the result that the corporation directly or indirectly gained an advantage.

This Act’s bill:Explanatory memorandum Second reading speech

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184 Good faith, use of position and use of information—criminal offences