Standard of Care for Directors and Officers in Discharge of Duties; Reliance Upon Financial Information

1. Law
2. Georgia Code
3. Public Utilities and Public Transportation
4. Railroad Companies
5. Incorporation and Consolidation of Railroad Companies and Requirements as to Directors and Officers
6. Incorporation, Organization, Subscription of Capital Stock, Selection of Officers and Directors
7. 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. In good faith; and
      2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances.
   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. One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
      2. 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. A committee of the board of directors of which he is not a member if the director reasonably believes the committee merits confidence.
   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. 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.
2. 1. An officer with discretionary authority shall discharge his duties under that authority:
      1. In good faith; and
      2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances.
   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. 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. 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. 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. 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.
3. This Code section shall not relieve any director or officer from liability for the payment of taxes.

(Code 1981, §46-8-55, enacted by Ga. L. 1987, p. 849, § 7.)

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