Trust and Loan Companies Act — T-19.8 484
Directors and officers and their interests 484 (1) Subject to subsection (2) and sections 485 and 486, a company may enter into any transaction with a related party of the company if the related party is (a) a natural person who is a related party of the company only because the person is (i) a director or senior officer of the company or of an entity that controls the company, or (ii) the spouse or common-law partner, or a child who is less than eighteen years of age, of a director or senior officer of the company or of an entity that controls the company; or (b) an entity that is a related party of the company only because the entity is controlled by (i) a director or senior officer of the company or of an entity that controls the company, or (ii) the spouse or common-law partner, or a child who is less than eighteen years of age, of a director or senior officer referred to in subparagraph (i). Loans to full-time senior officers (2) A company may, with respect to a related party of the company referred to in subsection (1) who is a full-time senior officer of the company, make, take an assignment of or otherwise acquire a loan to the related party only if the aggregate principal amount of all outstanding loans to the related party that are held by the company and its subsidiaries, together with the principal amount of the proposed loan, does not exceed the greater of twice the annual salary of the related party and $100,000. Exception (3) Subsection (2) does not apply in respect of (a) loans referred to in paragraph 479(b), and (b) margin loans referred to in section 486, and the amount of any such loans to a related party of a company shall not be included in determining, for the purposes of subsection (2), the aggregate principal amount of all outstanding loans made by the company to the related party. Preferred terms — loan to senior officer (4) Notwithstanding section 489, a company may make a loan, other than a margin loan, to a senior officer of the company on terms and conditions more favourable to the officer than those offered to the public by the company if those terms and conditions have been approved by the conduct review committee of the company. Preferred terms — loan to spouse or common-law partner (5) Notwithstanding section 489, a company may make a loan referred to in paragraph 479(b) to the spouse or common-law partner of a senior officer of the company on terms and conditions more favourable than those offered to the public by the company if those terms and conditions have been approved by the conduct review committee of the company. Preferred terms — other financial services (6) Notwithstanding section 489, a company may offer financial services, other than loans or guarantees, to a senior officer of the company, or to the spouse or common-law partner, or a child who is less than eighteen years of age, of a senior officer of the company, on terms and conditions more favourable than those offered to the public by the company if (a) the financial services are offered by the company to employees of the company on those favourable terms and conditions; and (b) the conduct review committee of the company has approved the practice of making those financial services available on those favourable terms and conditions to senior officers of the company or to the spouses or common-law partners, or the children under eighteen years of age, of senior officers of the company. 1991, c. 45, s. 484; 1997, c. 15, s. 401; 2000, c. 12, ss. 300, 302