(1) Every member of an independent review committee, in exercising his or her powers and discharging his or her duties related to the investment fund, and, for greater certainty, not to any other person, as a member of the independent review committee must
(a) act honestly and in good faith, with a view to the best interests of the investment fund; and
(b) exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
(3) A member of the independent review committee does not breach paragraph (1)(b), if the member exercised the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, including reliance in good faith on
(4) A member of the independent review committee has complied with his or her duties under paragraph (1)(a) if the member has relied in good faith on
The CSA consider the role of the members of the IRC to be similar to corporate directors, though with a much more limited mandate, and therefore we would expect any defences available to corporate directors to also be available to IRC members.
3. It is not the intention of the CSA to create a duty of care on the part of the IRC to any other person under paragraph (1)(b).