Section 216. Responsibility for actions of delegatee

(1) Except as is otherwise provided by this Act, the constitution or any resolution of the Board or members of the company, the directors may delegate any power of the Board to any committee of the Board, director, officer, employee, expert or any other person.

(2) Where the directors have delegated any power, the directors are responsible for the exercise of the power by the delegatee as if the power had been exercised by the directors themselves.

(3) The directors are not responsible under subsection (2) if—

(a) the directors believed on reasonable grounds at all times that the delegatee would exercise the power in conformity with the duties imposed on the directors under this Act and the constitution of the company, if any; and

(b) the directors believed on reasonable grounds, in good faith and after making a proper inquiry, if the circumstances indicated the need for the inquiry, that the delegatee was reliable and competent in relation to the power delegated.