46-8-55. Standard of care for directors and officers in discharge of duties; reliance upon financial information.

1. (1)

   A director shall discharge his duties as a director, including his duties as a member of a committee:#

   1. (A)

      In good faith; and#

   2. (B)

      With the care an ordinarily prudent person in a like position would exercise under similar circumstances.#

2. (2)

   In discharging his duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:#

   1. (A)

      One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;#

   2. (B)

      Legal counsel, public accountants, investment bankers, or other persons as to matters the director reasonably believes are within the person’s professional or expert competence; or#

   3. (C)

      A committee of the board of directors of which he is not a member if the director reasonably believes the committee merits confidence.#

3. (3)

   A director is not acting in good faith if he has knowledge concerning the matter in question that makes unwarranted the reliance otherwise permitted by paragraph (2) of this subsection.#

4. (4)

   A director is not liable for any action taken as a director or any failure to take any action if he performed the duties of his office in compliance with this subsection.#

1. (1)

   An officer with discretionary authority shall discharge his duties under that authority:#

   1. (A)

      In good faith; and#

   2. (B)

      With the care an ordinarily prudent person in a like position would exercise under similar circumstances.#

2. (2)

   In discharging his duties, an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:#

   1. (A)

      One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or#

   2. (B)

      Legal counsel, public accountants, investment bankers, or other persons as to matters the officer reasonably believes are within the person’s professional or expert competence.#

3. (3)

   An officer is not acting in good faith if he has knowledge concerning the matter in question that makes unwarranted the reliance otherwise permitted by paragraph (2) of this subsection.#

4. (4)

   An officer is not liable for any action as an officer or any failure to take any action if he performed the duties of his office in compliance with this subsection.#

This Code section shall not relieve any director or officer from liability for the payment of taxes.#