139. Conduct of directors, servants and agents
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(1) This section applies for the purposes of a prosecution for an offence under this Act.
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(2) If it is necessary to prove the state of mind of a body corporate in relation to particular conduct, it is enough to show—
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(a) that the conduct was engaged in by a director, servant or agent of the body corporate within the scope of his or her actual or apparent authority; and
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(b) that the director, servant or agent had the state of mind.
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(3) Any conduct engaged in on behalf of a body corporate by a director, servant or agent of the body corporate within the scope of his or her actual or apparent authority is taken to have been engaged in also by the body corporate, unless it proves that it took reasonable precautions and exercised due diligence to avoid the conduct.
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(4) If it is necessary to prove the state of mind of an individual in relation to particular conduct, it is enough to show—
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(a) that the conduct was engaged in by a servant or agent of the individual within the scope of his or her actual or apparent authority; and
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(b) that the servant or agent had the state of mind.
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(5) Any conduct engaged in on behalf of an individual by a servant or agent of the individual within the scope of his or her actual or apparent authority is taken to have been engaged in also by the individual, unless the individual establishes that he or she took reasonable precautions and exercised due diligence to avoid the conduct.
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(6) In this section—
“director”, in relation to a statutory body that is constituted by one or more members means the member, or any of the members, constituting the body;
“engage in conduct” includes fail or refuse to engage in conduct;
“state of mind”, in relation to a person, includes—
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(a) the person's knowledge, intention, opinion, belief or purpose; and
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(b) the person's reasons for the intention, opinion, belief or purpose.