Section 331: Defences

331. Defences (1) In any proceedings against a director charged with an offence under this Act in relation to a duty imposed on the Board of a company, it shall be a defence where the director proves that— (a) the Board took all reasonable and proper steps to ensure compliance with the requirements of this Act; C35 – 195 [Issue 10] Companies Act (b) the director took all reasonable and proper steps to ensure that the Board complies with the requirements of this Act; or (c) in all the circumstances of the case, the director could not reasonably have been expected to take steps to ensure compliance with the requirements of this Act by the Board. (2) In any proceedings against a director charged with an offence under this Act in relation to a duty imposed on the company, it shall be a defence where the director proves that— (a) the company took all reasonable and proper steps to ensure compliance with the requirements of this Act; (b) the director took all reasonable steps to ensure that the company complies with the requirements of this Act; or (c) in all the circumstances of the case, the director could not reasonably have been expected to take steps to ensure compliance with the requirements of this Act by the company.