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  • HC-2.2 HC-2.2 Personal Accountability

    • HC-2.2.1

      Each member of the board should understand that under the Company Law he is personally accountable to the licensee and the shareholders if he violates his legal duty of loyalty to the licensee, and that he can be personally sued by the licensee or the shareholders for such violations.

      Amended: January 2013
      May 2011

    • HC-2.2.2

      The duty of loyalty includes a duty not to use property of the licensee for his personal needs as though it was his own property, not to disclose confidential information of the licensee or use it for his personal profit, not to take business opportunities of the licensee for himself, not to compete in business with the licensee, and to serve the licensee's interest in any transactions with the company in which he has a personal interest.

      May 2011

    • HC-2.2.3

      For purposes of Paragraph HC-2.2.2, an approved person is considered to have a "personal interest" in a transaction with the company if:

      (a) He himself;
      (b) A member of his family (i.e. spouse, father, mother, sons, daughters, brothers or sisters); or
      (c) Another company of which he is a director or controller,

      is a party to the transaction or has a material financial interest in the transaction. (Transactions and interests which are de minimis in value should not be included.)

      May 2011