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3.Prohibited
Indemnification
•A corporation
under either the CNCA or ONCA cannot indemnify
if the director or officer failed to act honestly and in good faith
•In the case of
a criminal or administrative proceeding or
action that is enforced by a monetary penalty, a corporation under either Act cannot indemnify if the director or officer had no reasonable grounds for believing that their conduct was lawful
•As well, both
the CNCA and ONCA state that a corporation
cannot indemnify if the corporation does not
have court approval in respect of an action by or on behalf of the corporation to obtain judgment in its favour to which the director or officer may be made a party because of their association with the corporation
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