A director of a corporation that is a wholly-owned subsidiary of a body corporate is taken to act in good faith in the best interests of the subsidiary if:

(a)

the constitution of the subsidiary expressly authorises the director to act in the best interests of the holding company; and

(b)

the director acts in good faith in the best interests of the holding company; and

(c)

the subsidiary is not insolvent at the time the director acts and does not become insolvent because of the director's act.