Effect of non-compliance with duties

58 Accountability for collective board duties

(1)

The duties of the board and members of a statutory entity under sections 49 to 52 (collective duties) are duties owed to the responsible Minister.

(2)

If a board does not comply with any of its collective duties, all or any of the members may be removed from office (subject to any requirements in sections 36 to 42, or in the entity’s Act, that are applicable to the member).

(3)

However, subsection (2) does not apply to a member (other than the member of a corporation sole) if—

(a)

he or she did not know and could not reasonably be expected to know that the duty was to be or was being breached; or

(b)

he or she took all reasonable steps in the circumstances to prevent the duty being breached.

(4)

The taking of reasonable steps does not require a member to apply to a court for an order under section 60.

(5)

A member is not liable for a breach of a collective duty under this Act.

(6)

However, subsection (5) does not limit subsection (2).

(7)

This section does not affect any other ground for removing a member from office.

(8)

Subsection (5) does not affect—

(a)

anything else for which the member may be liable under any other Act or rule of law arising from the act or omission that constitutes the breach; or

(b)

the right to apply for a court order under section 60.