35Indemnifying officers

35 Indemnifying officers

(1)  The Corporation must not exempt a person, whether directly or through an interposed person, from a liability to –

(a) the Corporation; or

(b) a subsidiary of the Corporation –

incurred as an officer.

(2)  A subsidiary of the Corporation must not exempt a person, whether directly or through an interposed person, from a liability to –

(a) that subsidiary; or

(b) the Corporation; or

(c) another subsidiary of the Corporation –

incurred as a person who is concerned with, or takes part in, the management of that subsidiary, the Corporation or other subsidiary.

(3)  The Corporation or subsidiary of the Corporation must not indemnify a person, whether by agreement or by making a payment and whether directly or through an interposed person, against any of the following liabilities incurred as an officer of the Corporation:

(a) a liability owed to the Corporation, that subsidiary or another subsidiary of the Corporation;

(b) a liability to pay compensation under an order made under section 34 ;

(c) a liability that is owed to someone other than the Corporation, that subsidiary or another subsidiary of the Corporation and that did not arise out of conduct in good faith.

(4)  Subsection (3) does not apply to a liability for legal costs.

(5)  The Corporation or subsidiary of the Corporation must not indemnify a person, whether by agreement or by making a payment and whether directly or through an interposed person, against legal costs incurred in defending an action for a liability incurred as an officer of the Corporation if the costs are incurred –

(a) in defending or resisting proceedings in which the person is found to have a liability for which he or she could not be indemnified under subsection (3) ; or

(b) defending or resisting proceedings for an offence in which the person is found guilty.