If:

(a)

a director relies on information, or professional or expert advice, given or prepared by:

(i)

an employee of the corporation whom the director believes on reasonable grounds to be reliable and competent in relation to the matters concerned; or

(ii)

a professional adviser or expert in relation to matters that the director believes on reasonable grounds to be within the person's professional or expert competence; or

(iii)

another director or officer in relation to matters within the director's or officer's authority; or

(iv)

a committee of directors on which the director did not serve in relation to matters within the committee's authority; and

(b)

the reliance was made:

(i)

in good faith; and

(ii)

after making an independent assessment of the information or advice, having regard to the director's knowledge of the corporation and the complexity of the structure and operations of the corporation; and

(c)

the reasonableness of the director's reliance on the information or advice arises in proceedings brought to determine whether a director has performed a duty under this Part or an equivalent general law duty;