Document ID: chunk:federal_register_of_legislation:C2024C00598:clause:1_498b:p1
Version: federal_register_of_legislation:C2024C00598
Segment Type: clause
Provision Reference: sch 1 cl 498B (pt 1/2)
Character Range: 1340239–1342870

498B  Conduct of directors, employees and agents

Bodies corporate—conduct
 (1) Any conduct engaged in on behalf of a body corporate:
 (a) by a director, employee or agent of the body corporate within the scope of his or her actual or apparent authority; or
 (b) by any other person at the direction or with the consent or agreement (whether express or implied) of a director, employee or agent of the body corporate, where the giving of the direction, consent or agreement is within the scope of the actual or apparent authority of the director, employee or agent;
is to be taken, for the purposes of this Act, to have been engaged in also by the body corporate unless the body corporate establishes that the body corporate took reasonable precautions and exercised due diligence to avoid the conduct.

Bodies corporate—state of mind
 (2) If, for the purposes of this Act, it is necessary to establish the state of mind of a body corporate in relation to particular conduct, it is sufficient to show:
 (a) that the conduct was engaged in by a person as mentioned in paragraph (1)(a) or (b); and
 (b) that the person had that state of mind.

Persons other than bodies corporate—conduct
 (3) Any conduct engaged in on behalf of a person other than a body corporate:
 (a) by an employee or agent of the person within the scope of his or her actual or apparent authority; or
 (b) by any other person at the direction or with the consent or agreement (whether express or implied) of an employee or agent of the first‑mentioned person, where the giving of the direction, consent or agreement is within the scope of the actual or apparent authority of the employee or agent;
is to be taken, for the purposes of this Act, to have been engaged in also by the first‑mentioned person unless the first‑mentioned person establishes that the first‑mentioned person took reasonable precautions and exercised due diligence to avoid the conduct.

Persons other than bodies corporate—state of mind
 (4) If, for the purposes of this Act, it is necessary to establish the state of mind of a person other than a body corporate in relation to particular conduct, it is sufficient to show:
 (a) that the conduct was engaged in by a person as mentioned in paragraph (3)(a) or (b); and
 (b) that the person had that state of mind.

Reasonable precautions
 (5) For the purposes of subsection (1) or (3), in determining whether a body corporate or other person took reasonable precautions and exercised due diligence to avoid particular conduct, a court must have regard to what steps (if any) the body or person took directed towards ensuring the following