Guam § 28821 - Standards of Conduct for Officers.

§ 28821. Standards of Conduct for Officers.

(a) An officer with discretionary authority shall discharge the officer’s

duties under that authority:

(1) In good faith;

(2) With the care an ordinarily prudent person in a like position

would exercise under similar circumstances; and

(3) In a manner the officer reasonably believes to be in the best

interests of the corporation.

(b) In discharging the duties of an officer, the officer is entitled to rely

on information, opinions, reports, or statements, including financial

statements and other financial data, if prepared or presented by:

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

the officer reasonably believes to be reliable and competent in the

matters presented; or

(2) Legal counsel, public accountants, or other persons as to

matters the officer reasonably believes are within the person’s

professional or expert competence.

(c) An officer is not acting in good faith if the officer has knowledge

concerning the matter in question that makes reliance otherwise permitted by

subsection (b) unwarranted.

(d) An officer is not liable for any action taken as an officer, or any

failure to take any action, if the officer performed the duties of the officer’s

office in compliance with this section.

SUBARTICLE A

INDEMNIFICATION