s 20 Offences by corporations
20.—(1) Where, in a proceeding for an offence under this Act or the regulations, it is necessary to prove the state of mind of a corporation in relation to a particular conduct, evidence that —(a) an officer, employee or agent of the corporation engaged in that conduct within the scope of his or her actual or apparent authority; and (b) the officer, employee or agent had that state of mind, is evidence that the corporation had that state of mind. [47/2017] (2) Where a corporation commits an offence under this Act or the regulations, a person —(a) who is —(i) an officer of the corporation, or a member of a corporation (in the case where the affairs of the corporation are managed by its members); or (ii) an individual involved in the management of the corporation and in a position to influence the conduct of the corporation in relation to the commission of the offence; and (b) who —(i) consented or connived, or conspired with others, to effect the commission of the offence; (ii) is in any other way, whether by act or omission, knowingly concerned in, or is party to, the commission of the offence by the corporation; or (iii) knew or ought reasonably to have known that the offence by the corporation (or an offence of the same type) would be or is being committed, and failed to take all reasonable steps to prevent or stop the commission of that offence, shall be guilty of that same offence as is the corporation, and shall be liable on conviction to be punished accordingly. [47/2017] (3) A person mentioned in subsection (2) may rely on a defence that would be available to the corporation if it were charged with the offence with which the person is charged and, in doing so, the person bears the same burden of proof that the corporation would bear.[47/2017] (4) To avoid doubt, this section does not affect the application of —(a) Chapters 5 and 5A of the Penal Code 1871; or (b) the Evidence Act 1893 or any other law or practice regarding the admissibility of evidence.[47/2017] (5) To avoid doubt, subsection (2) also does not affect the liability of the corporation for an offence under this Act or the regulations, and applies whether or not the corporation is convicted of the offence.[47/2017] (6) In this section —“corporation” includes a limited liability partnership within the meaning of section 2(1) of the Limited Liability Partnerships Act 2005; “officer”, in relation to a corporation, means any director, partner, chief executive, manager, secretary or other similar officer of the corporation, and includes —(a) any person purporting to act in that capacity; and (b) for a corporation whose affairs are managed by its members, any of those members as if the member were a director of the corporation; “state of mind” of a person includes —(a) the knowledge, intention, opinion, belief or purpose of the person; and (b) the person’s reasons for the intention, opinion, belief or purpose.[47/2017]