- Bank and bank holding company officers and directors shall be deemed to stand in a fiduciary relationship to their bank or bank holding company and its stockholders and shall discharge the duties of their respective positions in good faith and with that diligence, care, judgment and skill as provided in subsection (2) of this section. Nothing contained in this section shall derogate from any indemnification authorized by either state or federal law.
- A director or officer of a bank or bank holding company shall not be held personally liable to the corporation or its successor, or the shareholders thereof, for monetary damages unless the director or officer acted in a grossly negligent manner as defined in subsection (5) of this section or engaged in conduct which demonstrates a greater disregard of the duty of care than gross negligence, such as intentional tortious conduct or intentional breach of his duty of loyalty or intentional commission of corporate waste.
- A director of a bank or bank holding company shall, in the performance of his duties, be fully protected in relying in good faith on the records of the bank or bank holding company and in relying in good faith upon information, opinions, reports or statements presented to him, to the bank or bank holding company, to the board of directors or to any committee thereof by any of the bank’s or bank holding company’s officers or employees or by any committee of the board of directors, or by any counsel, appraiser, engineer or independent or certified public accountant selected with reasonable care by the board of directors or any committee thereof or by any officer having the authority to make such selection or by any other person as to matters the director in good faith believes are within such selected person’s professional or expert competence, such person having been selected in good faith by the board of directors or any committee thereof or any officer having the authority to make such selection.
- Notwithstanding any other law to the contrary, the provisions of this section are the sole and exclusive law governing the relation and liability of directors and officers to their bank or bank holding company, or their successor, or to the shareholders thereof, or to any other person or entity. The provisions of this section shall be retroactive.
- As used in this section, the term “gross negligence” means a reckless disregard of, or a carelessness amounting to gross indifference to, the best interests of the bank or bank holding company or the shareholders thereof, and involves a substantial deviation below the standard of care expected to be maintained by a reasonably careful person under like circumstances.
- The provisions of this section shall not affect the application of common law or any other statute relating to the duties of officers and directors of other corporate entities.
