Board members' duty of care etc
8 Board members' duty of care etc
A board member must at all times act with reasonable care and diligence in the performance and discharge of official functions and duties, and (without limiting the effect of the foregoing) for that purpose—
must take reasonable steps to inform himself or herself about the subsidiary and relevant aspects of the operations and activities of the joint planning board; and
must take reasonable steps through the processes of the board of management to obtain sufficient information and advice about matters to be decided by the board of management or pursuant to a delegation to enable him or her to make conscientious and informed decisions;
and
must exercise an active discretion with respect to all matters to be decided by the board of management or pursuant to a delegation.
A board member is not bound to give continuous attention to the affairs of the subsidiary but is required to exercise reasonable diligence in attendance at and preparation for meetings of the board of management.
In determining the degree of care and diligence required to be exercised by a board member, regard must be had to the skills, knowledge or acumen possessed by the board member and the degree of risk involved in a particular circumstance.
A board member does not commit a breach of duty under this clause by acting in accordance with a direction from the joint planning board.
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