Article 327 — Defenses

1/ A member of board of director who made a business judgment in good faith shall not be liable for damages to the company where:- a) the subject of the business judgment did not involve conflict of interest with that of the director; b) he was informed with respect to the subject of the business judgment to the extent that the director reasonably believed to be appropriate under the circumstances; and c) he reasonably believed that the decision was in the best interests of the company. 2/ A director may not be liable where he has dissented from the action which is taken by the board and has notified the external Auditor of the decision as soon as possible. 3/ A director may not be liable for damages to the company where the decision was taken on the basis of a resolution of the general meeting of shareholders, provisions of the memorandum of association or the law.