Indemnification and Advances Regulations for Directors and Officers of Crown Corporations (SOR/2011-108)

Full Document:

Regulations are current to 2013-11-02

9. A request for an indemnification or an advance shall not be refused based solely on the fact that

(a) the director or officer, as the case may be, acted negligently; or
(b) the director or officer has agreed to a settlement of the action or proceeding.

CONDITIONS

10. Any approval of an indemnification or an advance under section 4, 5 or 6 is conditional on the individual

(a) providing a written undertaking to the Secretary of the Treasury Board in the form required by the Treasury Board to reimburse any amounts to which they are not entitled;
(b) providing a written authorization to pay to Her Majesty any amounts that the director or officer is to receive or is awarded as costs, charges and expenses;
(c) notifying the Secretary of the Treasury Board in writing of any substantial changes to the information that is required under subsection 2(2) including the details of any settlement of the action or proceeding;
(d) providing, on the request of the Secretary or President of the Treasury Board, or the Treasury Board, as the case may be, information with respect to the progress of the action or proceeding, any changes in scope of liability or any other matter relevant to the indemnification or advance that has been approved;
(e) if the approval is given prior to the conclusion of the action or proceeding, submitting to the Secretary of the Treasury Board, on a monthly basis, any invoice and any other supporting documents that reflect the costs incurred; and
(f) providing to the Secretary of the Treasury Board at the conclusion of the action or proceeding a final accounting of any amounts advanced and reimbursing any amounts that are not expended.

11. Any amounts indemnified or advanced shall be repaid

(a) if the conditions set out in section 10 are not met;
(b) if the amounts are approved as a result of a misrepresentation or the concealment of a material fact; or
(c) if the amounts are paid as the result of an administrative error.

12. These Regulations come into force on the day on which they are registered.