C.  Standardsof Conduct

 

[§414-221]  General standards for directors. (a)  A director shall discharge the director's duties as a director, includingthe director's duties as a member of a committee:

(1)  In good faith;

(2)  With the care an ordinarily prudent person in alike position would exercise under similar circumstances; and

(3)  In a manner the director reasonably believes tobe in the best interests of the corporation.

(b)  In determining the best interests of thecorporation, a director, in addition to considering the interests of thecorporation's shareholders, may consider, in the director's discretion, any ofthe following factors:

(1)  The interests of the corporation's employees,customers, suppliers, and creditors;

(2)  The economy of the State and the nation;

(3)  Community and societal considerations, including,without limitation, the impact of any action upon the communities in or nearwhich the corporation has offices or operations; and

(4)  The long-term as well as short-term interests ofthe corporation and its shareholders, including, without limitation, thepossibility that these interests may be best served by the continuedindependence of the corporation.

(c)  In discharging duties as a director, thedirector is entitled to rely on information, opinions, reports, or statements,including financial statements and other financial data, if prepared orpresented by:

(1)  One or more officers or employees of thecorporation whom the director reasonably believes to be reliable and competentin the matters presented;

(2)  Legal counsel, public accountants, or otherpersons as to matters the director reasonably believes are within the person'sprofessional or expert competence; or

(3)  A committee of the board of directors of whichthe director is not a member if the director reasonably believes the committeemerits confidence.

(d)  A director is not acting in good faith ifthe director has knowledge concerning the matter in question that makesreliance otherwise permitted by subsection (c) unwarranted.

(e)  A director is not liable for any actiontaken as a director, or any failure to take any action, if the directorperformed the duties of the director's office in compliance with this section.[L 2000, c 244, pt of §1]