Canada Pension Plan Investment Board Act — C-8.3 22
Disclosure of director’s interest 22 (1) A director or officer of the Board shall disclose in writing to the Board or request to have entered in the minutes of a meeting of the board of directors or one of its committees the nature and extent of the director’s or officer’s interest (a) as a party to a transaction or proposed transaction with the Board; or (b) as a director or an officer of any entity that is a party to a transaction or proposed transaction with the Board or as a person who holds a material interest in any such entity. Time of disclosure for director (2) The disclosure must be made, in the case of a director, (a) at the meeting at which a proposed transaction is first considered; (b) if the director was not at the time of that meeting interested in a proposed transaction, at the first meeting after the director becomes so interested; (c) if the director becomes interested after a transaction is made, at the first meeting after the director becomes so interested; or (d) if a person who is interested in a transaction later becomes a director, at the first meeting after the person becomes a director. Time of disclosure for officer (3) The disclosure must be made, in the case of an officer, (a) without delay after the officer becomes aware that the transaction or proposed transaction is to be considered or has been considered at a meeting of the board of directors or one of its committees; (b) if the officer becomes interested after a transaction is made, without delay after the officer becomes so interested; or (c) if a person who is interested in a transaction later becomes an officer, without delay after the person becomes an officer. Time of disclosure for director or officer (4) If a transaction or proposed transaction is one that, in the ordinary course of the Board’s business, would not require approval by the board of directors, a director or officer shall disclose in writing to the Board or request to have entered in the minutes of a meeting of the board of directors or one of its committees the nature and extent of the interest of the director or officer without delay after the director or officer becomes aware of the transaction or proposed transaction. Voting (5) A director referred to in subsection (1) shall not vote on a resolution or participate in a discussion to approve the transaction mentioned in that subsection unless the transaction is (a) one relating primarily to the director’s remuneration as a director of the Board or one of its subsidiaries; (b) one for indemnity or insurance under section 16 or 17; or (c) one with a subsidiary. Continuing disclosure (6) For the purposes of this section, a general notice to the board of directors or to one of its committees by a director or officer, declaring that the director or officer is a director or officer of, or has a material interest in, an entity and is to be regarded as interested in any transaction made with that entity, is a sufficient declaration of interest in relation to any transaction so made. Avoidance standards (7) A transaction between the Board and one or more of its directors or officers, or between the Board and another entity of which a director or officer of the Board is a director or officer or in which a director or officer of the Board has a material interest, is neither void nor voidable by reason only of that relationship or by reason only that a director with an interest in the transaction is present at or is counted to determine the presence of a quorum at a meeting of the board of directors or on one its committees that authorized the transaction, if (a) the director or officer disclosed the interest in accordance with subsection (2), (3), (4) or (6), as the case may be; (b) the transaction was approved by the directors; and (c) the transaction was reasonable and fair to the Board at the time it was approved. Application to court (8) Where a director or officer of the Board fails to disclose an interest in a transaction in