Section 232, The Companies Act, 2009

(1) Every director of a company shall exercise the powersand discharge the duties of his office honestly, in good faith and in the best interests of the company, and shall exercise that degree of care, diligence and skill which a reasonably prudent director would exercise in comparable circumstances. (2) Failure to take reasonable care in accordance with this Act shall ground an action for negligence and breach of duty. Duty of care and skill. 170 171 (3) Each director shall be individually responsible for the actions of the board in which he participated, and his absence from the board’s deliberations, unless justified, shall not relieve a director of such responsibility. (4) The same standard of care in relation to the director’s duties to the company shall be required for both executive and nonexecutive directors; but additional liability and benefit may arise under the master and servant law in the case of an executive director if there is an express or implied contract to that effect.