(1) Every director and officer of a company in exercising his or her powers and discharging his or her duties shall—
(a) act honestly and in good faith with a view to the best interests of the company; and
(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
(2) In determining what are the best interests of a company, a director shall have regard to the interests of the company's employees in general as well as to the interests of its shareholders. Except that the interests of its shareholders shall in all cases prevail.
(3) The duty imposed by subsection (2) on the directors of a company is owed by them to the company alone; and the duty is enforceable in the same way as any other fiduciary duty owed to a company by its directors.
(4) Information about the business or affairs of a company shall not be disclosed by a director or officer of the company except—
(a) for the purposes of the exercise or performance of his or her functions as a director or officer;
(b) for the purposes of any legal proceedings;
(c) under the requirements of any enactment; or
(d) when authorised by the company.
(5) Every director and officer of a company shall comply with this Act and the regulations, and with the articles and bye-laws of the company, and any unanimous shareholder agreement relating to the company.
(6) Subject to section 135(2), a provision in a contract, the articles of a company, its bye-laws or any resolution, does not relieve a director or officer of the company from the duty to act in accordance with this Act or the regulations, or relieves him or her from liability for a breach of this Act or the regulations.