§ 14-2-842 - Standards of conduct for officers - Georgia Statutes

O.C.G.A. 14-2-842 (2010)
14-2-842. Standards of conduct for officers

(a) An officer with discretionary authority shall discharge his duties under that authority:

(1) In a manner he believes in good faith to be in the best interests of the corporation; and

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

(b) 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.

(c) In the instances described in subsection (b) of this Code section, an officer is not entitled to rely if he has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this Code section unwarranted.

(d) An officer is not liable to the corporation or to its shareholders for any action taken as an officer, or any failure to take any action, if he performed the duties of his office in compliance with this Code section.