Companies Act 1967 - Singapore Statutes Online

As to the duty and liability of officers

157.—(1) A director must at all times act honestly and use reasonable diligence in the discharge of the duties of his or her office.

(2) An officer or agent of a company must not make improper use of his or her position as an officer or agent of the company or any information acquired by virtue of his or her position as an officer or agent of the company to gain, directly or indirectly, an advantage for himself or herself or for any other person or to cause detriment to the company.

[36/2014]

(3) An officer or agent who commits a breach of any of the provisions of this section shall be —

(a)	liable to the company for any profit made by him or her or for any damage suffered by the company as a result of the breach of any of those provisions; and
(b)	guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months.

(4) This section is in addition to and not in derogation of any other written law or rule of law relating to the duty or liability of directors or officers of a company.

(5) In this section —

“officer” includes a person who at any time has been an officer of the company;

“agent” includes a banker, solicitor or auditor of the company and any person who at any time has been a banker, solicitor or auditor of the company.

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