PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS
INDEMNIFICATION
OF DIRECTORS OR OFFICERS.
Section 124 of the Canada Business Corporations Act (the
Act
) provides as follows:
124. (1) Indemnification A corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or
another individual who acts or acted at the corporations request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action
or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity.
(2) Advance of costs A corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses of a
proceeding referred to in subsection (1). The individual shall repay the moneys if the individual does not fulfil the conditions of subsection (3).
(3)
Limitation A corporation may not indemnify an individual under subsection (1) unless the individual:
(a) acted honestly and in
good faith with a view to the best interests of the corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the corporations request; and
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable
grounds for believing that the individuals conduct was lawful.
(4) Indemnification in derivative actions A corporation may with the approval
of a court, indemnify an individual referred to in subsection (1), or advance moneys under subsection (2), in respect of an action by or on behalf of the corporation or other entity to procure a judgment in its favor, to which the individual is made
a party because of the individuals association with the corporation or other entity as described in subsection (1) against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the
individual fulfils the conditions set out in subsection (3).
(5) Right to indemnity Despite subsection (1), an individual referred to in that
subsection is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to
which the individual is subject because of the individuals association with the corporation or other entity as described in subsection (1), if the individual seeking indemnity:
(a) was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to
have done; and
(b) fulfils the conditions set out in subsection (3).
(6) Insurance A corporation may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any
liability incurred by the individual:
(a) in the individuals capacity as a director or officer of the corporation; or
(b) in the individuals capacity as a director or officer, or similar capacity, of another entity, if the individual acts or acted in that
capacity at the corporations request.
(7) Application to court A corporation, an individual or an entity referred to in subsection
(1) may apply to a court for an order approving an indemnity under this section and the court may so order and make any further order that it sees fit.
(8) Notice to Director An applicant under subsection (7) shall give the Director notice of the application and the Director is entitled to appear
and be heard in person or by counsel.
(9) Other notice On an application under subsection (7) the court may order notice to be given to any
interested person and the person is entitled to appear and be heard in person or by counsel.