(1) A director who is present at a meeting of the directors or of a committee of directors consents to any resolution passed or action taken at that meeting, unless—
(a) he or she requests that his or her dissent be or his or her dissent is entered in the minutes of the meeting;
(b) he or she sends his or her written dissent to the secretary of the meeting before the meeting is adjourned; or
(c) he or she sends his or her dissent by registered post or delivers it to the registered office of the company immediately after the meeting is adjourned.
(2) A director who votes for, or consents to, a resolution may not dissent under subsection (1).
(3) A director who was not present at a meeting at which a resolution was passed or action taken is presumed to have consented thereto unless, within 7 days after he or she becomes aware of the resolution, he or she—
(a) causes his or her dissent to be placed with the minutes of the meeting; or
(b) sends his or her dissent by registered post or delivers it to the registered office of the company.
(4) A director is not liable under section 85, 86 or 97 if he or she relies in good faith upon—
(a) financial statements of the company represented to him or her by an officer of the company; or
(b) a report of an attorney-at-law, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by him or her.
Indemnities