Part 2 — Provincial Companies Subpart 1 Status and Powers of Provincial Companies
365 Indemnification of directors and officers
provincial company to procure a judgment in its favour, a
provincial company may indemnify
(a) a director or an officer of the company,
(b) a former director or officer of the company, or
(c) any person who acts or acted at the company's request as a
director or an officer of an entity of which the company is or
was a shareholder or creditor
against all costs, charges and expenses, including an amount paid to
settle an action or satisfy a judgment reasonably incurred by the
person in respect of any civil, criminal or administrative action or
proceeding to which the person is made a party by reason of being
or having been a person referred to in any of clauses (a) to (c), if
(d) the director, officer or pe rson acted honestly and in good
faith with a view to the best interests of the company, and
(e) in the case of a criminal or administrative action or
proceeding enforced by a monetary penalty, the director,
officer or person had reasonable grounds for believing that
the impugned conduct was lawful.
(2) A provincial company may, with the approval of the Court,
indemnify a person referred to in subsection (1) in respect of an
action by or on behalf of the company or entity to procure a
judgment in its favour to which the person is made a party by
reason of being or having been a director or an officer of the
company or entity against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by the person in connection with that action if
the person fulfils the conditions set out in subsection (1)(d) and (e).
(3) Despite anything in this section, a person referred to in
subsection (1) is entitled to indemnity from the provincial company
in respect of all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred
by the person in connection with the defence of any civil, criminal
or administrative action or proceeding to which the person is made
a party by reason of being or having been a director or an officer of
the company or an entity if the person seeking indemnity
(a) was substantially successful on the merits in the defence of
the action or proceedings, and
RSA 2000
(b) fulfils the conditions set out in subsection (1)(d) and (e).
(4) A provincial company may, to the extent referred to in
subsections (1) to (3) in respect of the person, indemnify the heirs
or personal representatives of any person the company may
indemnify pursuant to subsections (1) to (3).
1999 cI-5.1 s365