CORPORATIONS ACT 2001
If the directors delegate a power under section 198D, a director is responsible for the exercise of the power by the delegate as if the power had been exercised by the directors themselves.190(2) [ Director not responsible in certain circumstances]
(a) the director believed on reasonable grounds at all times that the delegate would exercise the power in conformity with the duties imposed on directors of the company by this Act and the company's constitution (if any); and
(b) the director believed:
(i) on reasonable grounds; and
(ii) in good faith; and
that the delegate was reliable and competent in relation to the power delegated.
(iii) after making proper inquiry if the circumstances indicated the need for inquiry;
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