—(1) Subject to subsection (2), a director of a company may, when exercising powers or performing duties as a director, rely on reports, statements, financial data and other information prepared or supplied, and on professional or expert advice given, by any of the following persons:
an employee of the company whom the director believes on reasonable grounds to be reliable and competent in relation to the matters concerned;
a professional adviser or an expert in relation to matters which the director believes on reasonable grounds to be within the person’s professional or expert competence;
any other director or any committee of directors upon which the director did not serve in relation to matters within that other director’s or committee’s designated authority.
(2) Subsection (1) shall apply to a director only if the director —
acts in good faith;
makes proper inquiry where the need for inquiry is indicated by the circumstances; and
has no knowledge that such reliance is unwarranted.
[NZ, 1993, s. 138 (originally s. 107B of the New Zealand draft legislation as reflected in the NZ Law Commission 1989 Report)]