• HC-2.2 HC-2.2 Personal Accountability

    • HC-2.2.1

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

      Amended: April 2013
      July 2011

    • HC-2.2.2

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

      July 2011

    • HC-2.2.3

      For purposes of Rule HC-2.2.2, a director or officer should be considered to have a "personal interest" in a transaction with the company if:

      (a) He himself; or
      (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 controlling shareholder,

      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.)

      Amended: January 2012
      July 2011