Guam § 28817 - General Standards for Directors.

§ 28817. General Standards for Directors.

(a) Each member of the board of directors, when discharging the duties

of a director, shall act

(1) in good faith; and

(2) in a manner the director reasonably believes to be in the best

interests of the corporation.

(b) The members of the board of directors or a committee of the board,

when becoming informed in connection with their decision-making function

or devoting attention to their oversight function, shall discharge their duties

with the care that a person in a like position would reasonably believe

appropriate under similar circumstances.

(c) In discharging board or committee duties, a director, who does not

have knowledge that makes reliance unwarranted, is entitled to rely on the

performance by any of the persons specified in Subsection (e)(1) or

Subsection (e)(3) to whom the board may have delegated, formally or

informally by course of conduct, the authority or duty to perform one (1) or

more of the board’s functions that are delegable under applicable law.

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(d) In discharging board or committee duties, a director, who does not

have knowledge that makes reliance unwarranted, is entitled to rely on

information, opinions, reports or statements, including financial statements

and other financial data, prepared or presented by any of the persons

specified in Subsection (e).

(e) A director is entitled to rely, in accordance with Subsection (c) or

(d), on:

(1) one (1) or more officers or employees of the corporation whom

the director reasonably believes to be reliable and competent in the

functions performed or the information, opinions, reports or statements

provided;

(2) legal counsel, public accountants, or other persons retained by

the corporation as to matters involving skills or expertise the director

reasonably believes are matters

(A) within the particular person’s professional or expert

competence, or

(B) as to which the particular person merits confidence; or

(3) a committee of the board of directors of which the director is

not a member if the director reasonably believes the committee merits

confidence.