Financial Administration Act

Marginal note:Obligation to indemnify

• 119 (1) The Treasury Board shall, in accordance with the regulations, if any, indemnify a present or former director or officer of a Crown corporation or a person who acts or acted at the request of a Minister or a Crown corporation as a director or officer of another corporation, and his or her heirs and legal representatives, against the costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, that are reasonably incurred by him or her in respect of any civil, criminal, administrative or investigative action or proceeding to which he or she is a party by reason of being or having been such a director or officer, if he or she

  • (a) acted honestly and in good faith with a view to the best interests of the Crown corporation or other corporation; and

  • (b) in the case of any criminal or administrative action or proceeding that is enforced by a monetary penalty, believed on reasonable grounds that the director’s or officer’s conduct was lawful.

• Marginal note:Advance of costs

  (1.1) The Treasury Board shall, in accordance with the regulations, if any, advance moneys to any individual referred to in subsection (1) for the costs, charges and expenses of an action or proceeding referred to in that subsection unless there are reasonable grounds to believe that the individual does not fulfil the conditions set out in paragraph (1)(a) or (b). The individual shall repay the moneys if he or she does not fulfil those conditions.

• Marginal note:Entitlement to indemnification

  (2) Despite anything in this section, a director or officer referred to in subsection (1) is, and his or her heirs and legal representatives are, entitled to indemnity, in accordance with the regulations, if any, from the Treasury Board in respect of the costs, charges and expenses reasonably incurred by him or her in connection with the defence of any civil, criminal, administrative or investigative action or proceeding to which he or she was made a party by reason of being or having been such a director or officer, if he or she

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

  • (b) fulfils the conditions set out in paragraphs (1)(a) and (b).

• Marginal note:Regulations

  (3) The Treasury Board may make regulations

  • (a) respecting indemnification and advances under this section, including terms and conditions governing them;

  • (b) defining, for the purposes of this section, the meaning of any word or expression used in it that is not defined in this Act;

  • (c) prescribing circumstances in which a director or officer is presumed not to have fulfilled the condition set out in paragraph (1)(a); and

  • (d) respecting the determination of the amounts to be paid as indemnification or advances under this section.

• Marginal note:Payable out of C.R.F.

  (4) Any amount payable in respect of indemnification under this section may be paid out of the Consolidated Revenue Fund.