Financial Administration Act — F-11 116
Disclosure of interest in contract 116 (1) A director or officer of a Crown corporation who (a) is a party to a material contract or proposed material contract with the corporation, or (b) is a director or officer of, or has a material interest in any person who is a party to, a material contract or proposed material contract with the corporation, shall disclose in writing to the corporation or request to have entered in the minutes of a meeting of the board of directors thereof the nature and extent of his interest. Time for disclosure by director (2) The disclosure required by subsection (1) shall be made, in the case of a director, (a) at the meeting of the board of directors at which the proposed contract is first considered; (b) if the director was not then interested in the proposed contract, at the first meeting of the board of directors after he becomes so interested; (c) if the director becomes interested after the contract is made, at the first meeting of the board of directors after he becomes so interested; or (d) if the director was interested in the contract before becoming a director, at the first meeting of the board of directors after he becomes a director. Time for disclosure by officer (3) The disclosure required by subsection (1) shall be made, in the case of an officer who is not a director, (a) forthwith after he becomes aware that the contract or proposed contract is to be considered or has been considered at a meeting of the board of directors; (b) if the officer becomes interested after the contract is made, forthwith after he becomes so interested; or (c) if the officer was interested in the contract before becoming an officer, forthwith after he becomes an officer. Time for disclosure by director or officer (4) If a material contract or proposed material contract is one that, in the ordinary course of the business or activity of the Crown corporation, would not require approval by the board of directors, a director or officer shall disclose in writing to the corporation or request to have entered in the minutes of a meeting of the board of directors the nature and extent of his interest forthwith after the director or officer becomes aware of the contract or proposed contract. Voting (5) A director referred to in subsection (1) shall not vote on any resolution to approve the contract unless the contract is (a) an arrangement by way of security for money lent to or obligations undertaken by him for the benefit of the Crown corporation or a subsidiary of the Crown corporation; (b) one relating primarily to his remuneration or benefits as a director, officer, employee or agent of the Crown corporation or a subsidiary of the Crown corporation; (c) one for indemnity or insurance under section 119; or (d) one with an affiliate of the Crown corporation. Continuing disclosure (6) For the purposes of this section, a general notice to the board of directors by a director or officer, declaring that he is a director or officer of or has a material interest in a person and is to be regarded as interested in any contract made with that person, is a sufficient declaration of interest in relation to any contract so made. Definition of board of directors (7) In this section and section 117, board of directors includes a committee of directors. 1984, c. 31, s. 11