2010 Florida Statutes
General standards for directors.
General standards for directors.—
A director shall discharge his or her duties as a director, including his or her duties as a member of a committee:
In good faith;
With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
In a manner he or she reasonably believes to be in the best interests of the corporation.
In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the persons’ professional or expert competence; or
A committee of the board of directors of which he or she is not a member if the director reasonably believes the committee merits confidence.
In discharging his or her duties, a director may consider such factors as the director deems relevant, including the long-term prospects and interests of the corporation and its shareholders, and the social, economic, legal, or other effects of any action on the employees, suppliers, customers of the corporation or its subsidiaries, the communities and society in which the corporation or its subsidiaries operate, and the economy of the state and the nation.
A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) unwarranted.
A director is not liable for any action taken as a director, or any failure to take any action, if he or she performed the duties of his or her office in compliance with this section.
s. 84, ch. 89-154; s. 26, ch. 97-102.