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Bill C-2

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Chairperson

Chairperson

12. (1) The Governor in Council shall, on the recommendation of the Minister made after the Minister has consulted with the board of directors and the appropriate provincial Ministers of the participating provinces, designate one of the directors as Chairperson to hold office during good behaviour for such term as the Governor in Council deems appropriate.

Removal

(2) The Governor in Council may remove the Chairperson for cause.

Presiding at meetings

(3) The Chairperson shall preside at all meetings of the board of directors and may exercise such powers and perform such duties and functions as are specified by the board of directors.

Replacement of Chairperson

(4) Where the Chairperson is absent at any meeting of the board of directors, one of the directors present who is chosen to so act by the directors present shall preside and have all the powers, duties and functions of the Chairperson.

Remunera-
tion of Chairperson

(5) The Chairperson is entitled to receive from the Board such remuneration and benefits as may be fixed by the by-laws, which remuneration and benefits shall be fixed having regard to the remuneration and benefits received by persons having similar responsibilities and engaged in similar activities.

Officers

Appointment of officers

13. (1) The board of directors may, subject to the by-laws, designate the offices of the Board, appoint officers of the Board and specify their duties.

Directors not officers

(2) A director is not eligible to be appointed an officer of the Board.

Two or more offices

(3) A person may hold two or more offices of the Board.

Duty of Care

Duty of care

14. (1) Every director and officer of the Board in exercising any of the powers of a director or an officer and in discharging any of the duties of a director or an officer shall

    (a) act honestly and in good faith with a view to the best interests of the Board; and

    (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Special knowledge or skill

(2) A director or officer of the Board who in fact possesses, or by reason of profession or business ought to possess, a particular level of knowledge or skill relevant to the director's or officer's powers or duties shall employ that particular level of knowledge or skill in the exercise of those powers or the discharge of those duties.

Reliance on statements

(3) A director or an officer of the Board is deemed to comply with subsections (1) and (2) if they rely in good faith on

    (a) financial statements of the Board repre sented by an officer of the Board, or represented in a written report of the Board's auditor, to be a fair reflection of the financial condition of the Board; or

    (b) a report of an accountant, lawyer, notary or other professional person whose profes sion lends credibility to a statement made by the person.

Duty to comply

15. (1) Every director, officer and employee of the Board shall comply with this Act and the by-laws.

No exculpation

(2) No provision in any contract, in any resolution of the Board or in the by-laws relieves any director, officer or employee of the Board from the duty to act in accordance with this Act or relieves a director, officer or employee from liability for a breach of the Act.

Indemnification

Indemnifi-
cation

16. (1) Except in respect of an action by or on behalf of the Board to procure a judgment in its favour, the Board may indemnify a director or officer of the Board, a former director or officer of the Board, or any person who acts or acted at the Board's request as a director or officer of an entity of which the Board is or was a shareholder or in which the Board has or had a financial interest, against all costs and expenses reasonably incurred by the person, including amounts paid in settlement or to satisfy a judgment, 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 such a person, if

    (a) the person acted honestly and in good faith with a view to the best interests of the Board or the entity; and

    (b) in the case of a criminal or administra tive action or proceeding enforced by a monetary penalty, the person had reason able grounds for believing that the im pugned conduct was lawful.

Indemnifi-
cation in derivative action

(2) The Board may, with the approval of a court, indemnify a person referred to in subsection (1), in respect of an action by or on behalf of the Board or an entity referred to in that subsection 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 Board or entity, against all costs and expenses reasonably incurred by the person, including an amount paid in settlement or to satisfy a judgment, in respect of that action if the person fulfils the conditions set out in paragraphs (1)(a) and (b).

Right to indemnity

(3) Notwithstanding the other subsections of this section, a person referred to in subsection (1) is entitled to indemnity from the Board in respect of all costs and expenses, including an amount paid in settlement or to satisfy a judgment, reasonably incurred by the person in respect of 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 Board or of an entity referred to in that subsection, if the person seeking indemnity

    (a) was substantially successful on the merits in the defence of the action or proceeding; and

    (b) fulfils the conditions set out in para graphs (1)(a) and (b).

Personal representati-
ves

(4) Where the Board could indemnify a person under any of subsections (1) to (3), the Board may to the same extent indemnify the heirs or personal representatives of the person.

Definition of ``procee-
ding''

(5) For the purposes of this section, ``proceeding'' includes an investigation that

    (a) pertains to the administration or en forcement of an Act of Parliament or of the legislature of a province;

    (b) is authorized by or pursuant to an Act of Parliament or of the legislature of a prov ince; or

    (c) is within a class of investigations prescribed in the regulations.

Directors' and officers' insurance

17. The Board may purchase and maintain insurance for the benefit of any person referred to in subsection 16(1) and the personal representatives of that person against any liability incurred by the person

    (a) in the capacity of a director or officer of the Board, except where the liability relates to a failure to act honestly and in good faith with a view to the best interests of the Board; or

    (b) in the capacity of a director or officer of another entity where the person acts or acted in that capacity at the Board's request, except where the liability relates to a failure to act honestly and in good faith with a view to the best interests of the entity.

Application to court for indemnifi-
cation

18. (1) A court may order an indemnity under section 16 on the application of the Board or a person referred to in subsection 16(1) or (4) and may make any further order that it thinks fit.

Notice of application

(2) Where an application is made for an order under subsection (1), the court may order notice to be given to any interested person, and that person is entitled to appear and be heard in person or by counsel.

Meetings

Resolution in lieu of meeting

19. (1) A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of the board of directors or of one of its committees, is as valid as if it had been passed at a meeting of the board of directors or of one of its committees.

Filing resolution

(2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the board of directors or its committees.

Participation by telephone

20. A director may, subject to the by-laws, participate in a meeting of the board of directors or of one of its committees by means of any telephone or other communications facilities that permit all persons participating in the meeting to communicate with each other, and a director who participates in that way is deemed for the purposes of this Act to be present at the meeting.

Dissent

21. (1) A director who is present at a meeting of the board of directors or of one of its committees is deemed to have consented to any resolution passed or action taken at the meeting unless

    (a) the director's dissent is entered in the minutes of the meeting or the director requests that the director's dissent be en tered in the minutes of the meeting;

    (b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or

    (c) the director sends a dissent by registered mail or delivers it to the head office of the Board 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 at which a resolution was passed or an action was taken is deemed to have consented to the resolution or the action unless, within seven days after becoming aware of the resolution or the action, 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 Board.

Conflicts of Interest

Disclosure of director's interest

22. (1) A director or officer of the Board shall disclose in writing to the Board or request to have entered in the minutes of a meeting of the board of directors or one of its committees the nature and extent of the director's or officer's interest

    (a) as a party to a transaction or proposed transaction with the Board; or

    (b) as a director or an officer of any entity that is a party to a transaction or proposed transaction with the Board or as a person who holds a material interest in any such entity.

Time of disclosure for director

(2) The disclosure must be made, in the case of a director,

    (a) at the meeting at which a proposed transaction is first considered;

    (b) if the director was not at the time of that meeting interested in a proposed transac tion, at the first meeting after the director becomes so interested;

    (c) if the director becomes interested after a transaction is made, at the first meeting after the director becomes so interested; or

    (d) if a person who is interested in a transaction later becomes a director, at the first meeting after the person becomes a director.

Time of disclosure for officer

(3) The disclosure must be made, in the case of an officer,

    (a) without delay after the officer becomes aware that the transaction or proposed transaction is to be considered or has been considered at a meeting of the board of directors or one of its committees;

    (b) if the officer becomes interested after a transaction is made, without delay after the officer becomes so interested; or

    (c) if a person who is interested in a transaction later becomes an officer, with out delay after the person becomes an officer.

Time of disclosure for director or officer

(4) If a transaction or proposed transaction is one that, in the ordinary course of the Board's business, would not require approval by the board of directors, a director or officer shall disclose in writing to the Board or request to have entered in the minutes of a meeting of the board of directors or one of its committees the nature and extent of the interest of the director or officer without delay after the director or officer becomes aware of the transaction or proposed transaction.

Voting

(5) A director referred to in subsection (1) shall not vote on a resolution or participate in a discussion to approve the transaction mentioned in that subsection unless the transaction is

    (a) one relating primarily to the director's remuneration as a director of the Board or one of its subsidiaries;

    (b) one for indemnity or insurance under section 16 or 17; or

    (c) one with a subsidiary.

Continuing disclosure

(6) For the purposes of this section, a general notice to the board of directors or to one of its committees by a director or officer, declaring that the director or officer is a director or officer of, or has a material interest in, an entity and is to be regarded as interested in any transaction made with that entity, is a sufficient declaration of interest in relation to any transaction so made.

Avoidance standards

(7) A transaction between the Board and one or more of its directors or officers, or between the Board and another entity of which a director or officer of the Board is a director or officer or in which a director or officer of the Board has a material interest, is neither void nor voidable by reason only of that relationship or by reason only that a director with an interest in the transaction is present at or is counted to determine the presence of a quorum at a meeting of the board of directors or on one its committees that authorized the transaction, if

    (a) the director or officer disclosed the interest in accordance with subsection (2), (3), (4) or (6), as the case may be;

    (b) the transaction was approved by the directors; and

    (c) the transaction was reasonable and fair to the Board at the time it was approved.

Application to court

(8) Where a director or officer of the Board fails to disclose an interest in a transaction in accordance with this section, a court may, on the application of the Board, set aside the transaction on any terms that it thinks fit.

Meaning of ``transac-
tion''

(9) In this section, ``transaction'' includes a contract, a guarantee and an investment.

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