PART 2Directors and Officers (continued)
Defence of Due Diligence
24 A director is not liable under any of sections 19 or 21 to 23 if the director exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances to prevent a failure to fulfil their duties, including reliance in good faith on financial statements of the port authority, on the reports of experts and on information presented by officers or professionals.
Indemnities and Advances
25 (1) A port authority may indemnify a person who is a director or officer of the port authority, or a former director or officer, against all the costs, charges and expenses, including an amount paid to settle an action or satisfy a claim, reasonably incurred by the person in respect of any civil, criminal, administrative, investigative or other proceeding in which the person is involved by reason of being or having been a director or officer of the port authority.
(2) A port authority may not indemnify a person under subsection (1) unless
(3) A port authority may not indemnify a person under subsection (1) in respect of an action by or on behalf of the port authority against the person unless a court so orders.
26 Despite subsection 25(1), a person referred to in subsection 25(1) is entitled to indemnity for the costs, charges and expenses referred to in that subsection if the person
(a) was not judged by a court to have committed any fault or omitted to do anything that the person ought to have done; and
(b) fulfils the conditions prescribed in subsection 25(2).
(2) The court may, in respect of the application, order notice to be given to any interested person and the person is entitled to appear and be heard in person or by counsel.
28 (1) A port authority may advance moneys to a person who is a director or officer of the port authority, or a former director or officer, in respect of all the costs, charges and expenses that the person may reasonably incur in respect of any civil, criminal, administrative, investigative or other proceeding in which the person is involved by reason of being or having been a director or officer of the port authority, including an amount to settle an action or satisfy a claim.
(2) A port authority may not advance moneys to a person under subsection (1) in respect of an action by or on behalf of the port authority against the person unless a court so orders.
29 If an advance is made under subsection 28(1), the person shall repay the moneys if a court judges that the person did not fulfil the conditions prescribed in subsection 25(2).
Remuneration of Officers
30 Unless the letters patent or by-laws provide otherwise, the board of directors of a port authority may fix the remuneration of the officers or employees of the port authority.
PART 3Financial Matters
Categories of Investments
31 For the purposes of paragraph 32(b) of the Act, a port authority may invest in the following categories of investments:
(a) an investment in a subsidiary that the port authority is authorized to incorporate under its letters patent;
(b) any debt that, on the day on which the debt is acquired, is of a category of investments that meets the requirements set out in the schedule; and
(c) an investment made in accordance with the Pension Benefits Standards Act, 1985 and the regulations made under that Act if the moneys invested are moneys of a pension fund for a pension plan that is administered by the port authority and registered in accordance with that Act.
32 (1) Subject to the letters patent, a port authority or a body corporate controlled by a port authority shall not, directly or indirectly, give financial assistance by means of a loan, guarantee or otherwise to
Annual Financial Statements
Content of Annual Financial Statements
33 The annual financial statements required by section 36 of the Act need not be designated by the names set out in subsection 37(2) of the Act.
34 Every port authority and every wholly-owned subsidiary of a port authority shall, in its annual financial statements, set out comparative information from the previous fiscal year’s annual financial statements.
(2) A port authority shall ensure that its annual financial statements include the name, title and total remuneration — incorporating fees, allowances and other benefits — of each of the four persons who, in that fiscal year, held office with or were employed by one or more members of the corporate group made up of the port authority and its wholly-owned subsidiaries, and who received the highest remuneration from the group overall.
(3) Subsection (2) applies only if the remuneration in the fiscal year exceeds
(a) in respect of a fiscal year that ends on or before December 31, 1999, $100,000; and
(b) in respect of a fiscal year that ends on or before December 31 of each subsequent year, the amount established in the previous year, adjusted on January 1 of that subsequent year by the change in the consumer price index between the two previous years.
(4) The consumer price index for any year is the annual average all-items consumer price index for Canada (not seasonally adjusted) published by Statistics Canada in respect of that year.
(5) The chief executive officer and the directors of the port authority or a wholly-owned subsidiary shall not be counted for the purpose of subsection (2).
(6) If more than four persons qualify as receiving the highest remuneration because some of them receive the same remuneration, the prescribed information on all of them shall be included in the financial statements.
36 A port authority and a wholly-owned subsidiary of a port authority shall each ensure that its annual financial statements include the following information:
(a) total estimated capital expenditures, including those authorized or committed at year end, and, in respect of each capital project for which the combined capital expenditures are estimated to exceed $1 million, a brief description of the project and the amount of the expenditures; and
(b) total estimated proceeds from capital dispositions, including dispositions authorized, committed or receivable at year end, and, in respect of each capital disposition for which they exceed or are estimated to exceed $1 million, the amount of the proceeds and a brief description.
37 Information required by sections 35 and 36 may be presented in any one of the categories of income or expenses that is appropriate, broken down among them or presented in a footnote or endnote to the statements.
(a) the name, title and total remuneration of every director and every chief executive officer who held office with it in that fiscal year; and
(b) the name, title and total remuneration of every officer and every employee of it who held office or was employed in that fiscal year if the remuneration exceeded the threshold prescribed in section 39.
(2) The port authority and the wholly-owned subsidiary shall each show in its annual financial statements a breakdown into the following amounts of remuneration in respect of each person referred to in subsection (1):
(3) Information required by this section may be presented in any one of the categories of expenses that is appropriate or in a footnote or endnote to the statements.
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