Commonwealth Numbered Acts

COMPANIES ACT 1981 No. 89 of 1981 - SECT 229

229. (1) An officer of a corporation shall at all times act honestly in the
exercise of his powers and the discharge of the duties of his office.

Penalty-

   (a)  in a case to which paragraph (b) does not apply-$5,000; or

   (b)  where the offence was committed with intent to deceive or defraud the
        company, members or creditors of the company or creditors of any other
        person or for any other fraudulent purpose-$20,000 or imprisonment for
        5 years, or both.

(2) An officer of a corporation shall at all times exercise a reasonable
degree of care and diligence in the exercise of his powers and the discharge
of his duties.

Penalty: $5,000.

(3) An officer or employee of a corporation, or a former officer or employee
of a corporation, shall not make improper use of information acquired by
virtue of his position as such an officer or employee to gain, directly or
indirectly, an advantage for himself or for any other person or to cause
detriment to the corporation.

Penalty: $20,000 or imprisonment for 5 years, or both.

(4) An officer or employee of a corporation shall not make improper use of his
position as such an officer or employee, to gain, directly or indirectly, an
advantage for himself or for any other person or to cause detriment to the
corporation.

Penalty: $20,000 or imprisonment for 5 years, or both.
(5) For the purposes of this section, ''officer'', in relation to a
corporation, means-

   (a)  a director, secretary or executive officer of the corporation;

   (b)  a receiver, or receiver and manager, of the property or part of the
        property of the corporation;

   (c)  an official manager or a deputy official manager of the corporation;

   (d)  a liquidator of the corporation; and

   (e)  a trustee or other person administering a compromise or arrangement
        made between the corporation and another person or other persons.

(6) Where-

   (a)  a person is convicted of an offence under this section; and

   (b)  the court is satisfied that the corporation has suffered loss or
        damage as a result of the act or omission that constituted the
        offence, the court by which he is convicted may, in addition to
        imposing a penalty, order the convicted person to pay compensation to
        the corporation of such amount as that court specifies, and any such
        order may be enforced as if it were a judgment of that court.

(7) Where a person contravenes or fails to comply with a provision of this
section in relation to a corporation, the corporation may, whether or not the
person has been convicted of an offence under this section in relation to that
contravention or failure to comply, recover from the person as a debt due to
the corporation by action in any court of competent jurisdiction-

   (a)  if that person or any other person made a profit as a result of the
        contravention or failure-an amount equal to that profit; and

   (b)  if the corporation has suffered loss or damage as a result of the
        contravention or failure-an amount equal to that loss or damage.

(8) Where a person who contravenes or fails to comply with this section has
been found by a court to be liable to pay to a person an amount by reason of a
contravention of Part X of the Securities Industry Act 1980 that arose out of
or was constituted by the same act or transaction as the contravention of or
failure to comply with this section, the amount of the liability of the person
under this section shall be reduced by the first-mentioned amount.

(9) For the purposes of sub-section (8), the onus of proving that the
liability of a person to pay an amount to another person arose from the same
act or transaction as that from which another liability arose lies on the
person liable to pay the amount.

(10) This section has effect in addition to, and not in derogation of, any
rule of law relating to the duty or liability of a person by reason of his
office or employment in relation to a corporation and does not prevent the
institution of any civil proceedings in respect of a breach of such a duty or
in respect of such a liability.