Right to indemnity	(4) Notwithstanding subsection (1), an individual referred to in that subsection is entitled to an indemnity from the airport authority in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which they are subject because of their association with the authority, if the individual seeking the indemnity
	(a) was not judged by the court or other competent authority to have committed any fault or to have omitted to do anything that they ought to have done; and
	(b) fulfils the conditions referred to in subsection (3).
Insurance	(5) The airport authority may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual in their capacity as a director or officer of the authority.
Application to court	(6) The airport authority or an individual 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.
Notice	(7) On an application under subsection (6), the court may order notice to be given to any interested person and the person is entitled to appear and be heard.
Further directors' liabilities	74. Directors of an airport authority who vote for or consent to a resolution authorizing payment of an indemnity contrary to section 73 are jointly and severally, or solidarily, liable to restore to the authority any amounts so distributed or paid and not otherwise recovered by the authority.
	Duties of the Board
General duty	75. (1) The board is responsible for establishing the strategic direction of the airport authority, for taking important decisions for the authority and for overseeing the management of its business and affairs.
Duties that may not be delegated	(2) The board may not delegate the following duties:
	(a) to make by-laws;
	(b) to appoint an individual to the office of director under section 63 and fix directors' remuneration;
	(c) to appoint directors to any committees of the board;
	(d) to appoint and fix the remuneration of the chief executive officer;
	(e) to appoint an auditor and fix their remuneration;
	(f) to review the assessment of principal risks to the airport authority and the measures proposed to manage those risks;
	(g) to approve the land use plan, master plan, environmental management plan and equitable access declaration;
	(h) to approve the methodology for determining fees;
	(i) to approve the business plan and the annual budget, including the annual capital budget;
	(j) to approve any new or revised fees;
	(k) to approve policies for borrowings and all significant borrowings;
	(l) to approve financial statements;
	(m) to approve policies for awarding contracts under a public bid solicitation process and any policy related to material contracts;
	(n) to decide whether to acquire an ownership interest in another corporation and to approve policies on the relationships between the corporation and the airport authority;
	(o) to approve financial, internal and external audit policies;
	(p) to approve corporate governance policies, which include the respective responsibilities of the chairperson, the board and its committees and the chief executive officer;
	(q) to develop and implement policies applicable to contracts for professional services referred to in section 72;
	(r) to periodically assess the performance of the board, its committees and the chief executive officer;
	(s) to approve an orientation program for new directors;
	(t) to approve the succession plan for directors and the chief executive officer;
	(u) to approve the appointment of the person conducting the performance review under section 138 and the scope of the review; and
	(v) to approve policies on the distribution of traffic between airports operated by the airport authority.
	Chairperson
Election of chairperson	76. The board must elect a chairperson of the board of the airport authority from among the members of the board for a term not exceeding two years. The chairperson's term may be renewed more than once.
	Meetings of the Board
Minutes	77. The board and each of its committees must keep minutes of their meetings, which include all resolutions taken.
Frequency of meetings	78. The board must meet as often as is necessary, but at least four times a year. The board must also meet at the request of a majority of directors or if the selecting bodies request a meeting under section 84.
Quorum	79. A majority of the number of directors of the board fixed under section 60 constitutes a quorum.
Chief executive officer	80. The chief executive officer is entitled to attend meetings of the board. The board may only exclude the chief executive officer when the following issues are being discussed:
	(a) the performance or compensation of the chief executive officer;
	(b) the performance of the board, its committees and individual directors;
	(c) matters raised by the auditor;
	(d) matters raised by the reviewer referred to in section 138; or
	(e) any other matter, if the board considers it necessary to preserve its independence.
Participation by telephone, etc.	81. (1) The directors may participate in a meeting of the board or a committee of the board by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A director participating in such a meeting by such means is deemed for the purposes of this Act to be present at that meeting.
Exception	(2) This section does not apply to the four mandatory meetings referred to in section 78 or the meetings requested by selecting bodies under section 84, unless a number of directors sufficient to constitute a quorum is physically present at those meetings.
Resolution in lieu of meeting	82. (1) A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of the board or a committee of the board, is as valid as if it had been passed at a meeting of the board or committee of the board.
Filing resolution	(2) The resolution referred to in subsection (1) must be kept with the minutes of the meetings of the board or committee of the board.
	Dissent
Dissent	83. (1) A director who is present at a meeting of the board or a committee of the board is deemed to have consented to any resolution passed and action taken at the meeting unless the director
	(a) requests a dissent to be entered in the minutes of the meeting, or the dissent has been entered in the minutes;
	(b) sends a written dissent to the secretary of the meeting before the meeting is adjourned; or
	(c) sends a dissent by registered mail or delivers it to the head office of the airport authority immediately after the meeting is adjourned.
Loss of right to dissent	(2) A director who votes for or consents to a resolution is not entitled to dissent under subsection (1).
Dissent of absent director	(3) A director who was not present at a meeting of the board or a committee of the board at which a resolution was passed or action taken is deemed to have consented to it, unless within seven days after becoming aware of the resolution the director
	(a) causes a dissent to be placed with the minutes of the meeting; or
	(b) sends a dissent by registered mail or delivers it to the head office of the airport authority.
	Special Meetings
Power to request special meetings	84. (1) At the request of at least four selecting bodies, at least one of which is a municipality or a regional authority referred to in subsection 63(4) and at least one of which is a non-governmental entity referred to in subsection 63(5), the board must, as soon as possible, hold a special meeting to discuss any issue that is raised in any of those requests and invite all selecting bodies to attend.
Quorum	(2) Two thirds of all directors, including the chairperson, constitute a quorum for the special meeting.
	Committees of the Board
Committees of the board	85. The board must establish a governance committee and an audit committee and may establish any other committees that it considers necessary to fulfil its duties.
	Governance Committee
Governance committee	86. (1) The governance committee consists of a number of directors that is less than a majority of the directors of the board fixed under section 60 but not less than three.
Powers, duties and functions	(2) The powers, duties and functions of the governance committee include
	(a) reviewing on an ongoing basis matters relating to the corporate governance of the airport authority, including the effectiveness of the board, other committees and individual directors;
	(b) identifying the knowledge, skill and experience requirements for the board as a whole;
	(c) identifying the knowledge, skill and experience requirements for individual directors and communicating those requirements to the selecting bodies;
	(d) consulting with a selecting body on the qualifications of each nominee or appointee to the board proposed by that selecting body;
	(e) recommending to the board an orientation program for new directors;
	(f) recommending to the board a succession plan for directors and the chief executive officer; and
	(g) ensuring the accuracy and completeness of information to be included in the annual report that relates to compliance with corporate governance obligations.
Holding of meetings	(3) The chairperson of the committee may call a meeting of the committee at any time but must call the meeting at the request of a member.
Frequency of meetings	(4) The committee may meet as often as required and, notwithstanding subsection 81(1), the members must meet in person at least four times a year.
	Audit Committee
Audit committee	87. (1) The audit committee consists of a number of directors that is less than a majority of the directors of the board fixed under section 60 but not less than three.
Qualifications of members	(2) The members of the audit committee must have experience and knowledge related to finance and accounting, and at least one must be a member in good standing of an institute or association of accountants incorporated by or under an Act of a legislature of a province.
Chairperson	(3) The chairperson of the board of the airport authority may not be the chairperson of the audit committee.
Powers, duties and functions	88. The powers, duties and functions of the audit committee include
	(a) ascertaining the independence of the auditor, including any existing or past relationship, whether contractual or otherwise, between the auditor and the airport authority or any corporation in which the authority holds an ownership interest;
	(b) making recommendations to the board regarding the appointment of the auditor;
	(c) reviewing the implementation by management of an effective system of internal controls;
	(d) approving the accounting policies of the authority;
	(e) reviewing the authority's financial statements and providing recommendations to the board regarding those statements;
	(f) providing recommendations to the board regarding the management of the financial risks of the authority;
	(g) approving the scope of internal and external audits;
	(h) approving non-audit services to be performed for the airport authority by the auditor; and
	(i) reviewing the findings of the internal and external audits and management's response to them, making recommendations to the board regarding the findings and response and reviewing the implementation of any of the board's decisions regarding the committee's recommendations.
Holding of meetings	89. (1) The chairperson of the audit committee may call a meeting of the committee at any time but must call a meeting at the request of the auditor or a member of the committee.
Frequency of meetings	(2) The committee may meet as often as required and, notwithstanding subsection 81(1), the members of the committee must meet in person at least four times a year.
Obligation to inform	(3) The committee must invite the auditor to all of its meetings and give the auditor a copy of every resolution proposed for signature by the members of the committee under section 82.
Mandatory attendance	(4) The auditor must attend any meeting of the committee held during the auditor's term of office if so requested by a member of the committee.
Attendance	(5) An auditor attending a meeting of the committee is entitled to be heard and to have his or her expenses paid by the airport authority.