•Objective standard of care for
directors and officers to:
–Act honestly and in good faith with a view to the best interests of the corporation
–Exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances
•Objective
standard of care replaces common law subjective
standard of care
•Reasonable
diligence defence for directors (not officers)
–Not liable if fulfilled their duty if they exercise the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances
–Defence includes good faith reliance on financial statements and reports of professionals