Bank Act

Marginal note:Indemnification of directors and officers

• 799 (1) Except in respect of an action by or on behalf of the bank holding company to procure a judgment in its favour, a bank holding company may indemnify

  • (a) a director or an officer of the bank holding company,

  • (b) a former director or officer of the bank holding company, or

  • (c) any person who acts or acted at the bank holding company’s request as a director or an officer of an entity of which the bank holding 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 paragraphs (a) to (c), if

  • (d) the director, officer or person acted honestly and in good faith with a view to the best interests of the bank holding 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.

• Marginal note:Indemnification in derivative action

  (2) A bank holding company 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 bank holding 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 bank holding 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 paragraphs (1)(d) and (e).

• Marginal note:Right to indemnity

  (3) Notwithstanding anything in this section, a person referred to in subsection (1) is entitled to indemnity from the bank holding 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 bank holding 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

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

• Marginal note:Heirs

  (4) A bank holding 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 bank holding company may indemnify pursuant to subsections (1) to (3).