Can I rely on the advice of others in carrying out my duties as a director?

Yes, you can rely on the advice of others in carrying out your duties as a director, with one caveat. Specifically, you may rely on information, opinions, reports, or statements, including financial statements and other financial data, that have been prepared or presented by (1) one or more officers or employees of the corporation, (2) lawyers, independent accountants, or other professionals or experts, or (3) a committee of the board of directors on which you do not serve. See Cal. Corp. Code § 309. In each case, however, you must have confidence in the people presenting the information and believe that they are reliable and competent with regard to the matters being presented. In addition, you must act in good faith and, when called for under the circumstances, make a reasonable inquiry into the matter that does not cause your reliance on the information to be unwarranted. In other words, you should ask a few questions to make sure the people you are relying on know what they’re talking about. If so, then you should be safe in relying on what they have to say.