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Attachment 3 |
UPL Constitution - proposed amendment re Indemnity and Insurance Clause |
Proposed Amendment to Constitution: Indemnity and Insurance Clause
Current Clause:
Proposed Clause (numbering to merge accordingly if accepted):
1.1 Types of proceedings that may be indemnified against
The Board shall cause the Company to indemnify a Director or employee of the Company or a related company for costs incurred by him or her in any proceeding:
(a) that relates to liability for any act or omission in his or her capacity as a Director or employee; and
(b) in which judgment is given in his or her favour or in which he or she is acquitted, or which is discontinued.
1.2 Types of liability that may be indemnified against
The Board shall cause the Company to indemnify a Director or an employee of the Company or a related company in respect of:
(a) liability to any person other than the Company or a related company for any act or omission in his or her capacity as a Director or employee; or
(b) costs incurred by the Director or employee in defending or settling any claim or proceeding relating to any liability under paragraph (a) above,
not being:
(c) criminal liability; or
(d) in the case of a director, liability in respect of a breach of section 131 of the Act (which relates to the duty to act in good faith and in the best interests of the Company); or
(e) in the case of an employee, liability for breach of any fiduciary duty owed to the Company or a related company.
1.3 Insurance of directors and employees
The Board may, cause the Company to effect insurance for Directors or employees of the Company or a related company in respect of:
(a) liability, not being criminal liability, for any act or omission in his or her capacity as a Director or employee; or
(b) costs incurred by such Directors or employees in defending or settling any claim or proceeding relating to any such liability; or
(c) costs incurred by a Director or employee in defending any criminal proceedings that have been brought against the Director or employee in relation to any act or omission in his or her capacity as a Director or employee and in which he or she is acquitted.
1.4 Directors to sign certificate
The Directors who vote in favour of authorising the effecting of insurance under clause 1.3 must sign a certificate stating that, in their opinion, the cost of effecting the insurance is fair to the Company.
1.5 Entry in the Interests Register
The Board must ensure that particulars of any indemnity given to, or insurance effected for, any Director or employee of the Company or a related company are forthwith entered in the interests register.
1.6 Definitions
For the purpose of this clause 1, “Director” includes a former Director and “employee” includes a former employee.