Marginal note:Disclosure of interest
211 (1) A director or an officer of a company who
(a) is a party to a material contract or proposed material contract with the company,
(b) is a director or an officer of any entity that is a party to a material contract or proposed material contract with the company, or
(c) has a material interest in any person who is a party to a material contract or proposed material contract with the company
shall disclose in writing to the company or request to have entered in the minutes of the meetings of directors the nature and extent of that interest.
Marginal note:Time of disclosure for director
(2) The disclosure required by subsection (1) shall be made, in the case of a director,
(a) at the meeting of directors at which a proposed contract is first considered;
(b) if the director was not then interested in a proposed contract, at the first meeting after the director becomes so interested;
(c) if the director becomes interested after a contract is made, at the first meeting after the director becomes so interested; or
(d) if a person who is interested in a contract later becomes a director, at the first meeting after that person becomes a director.
Marginal note:Time of disclosure for 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 the officer becomes aware that a proposed contract is to be considered or a contract has been considered at a meeting of directors;
(b) if the officer becomes interested after a contract is made, forthwith after the officer becomes so interested; or
(c) if a person who is interested in a contract later becomes an officer, forthwith after the person becomes an officer.
Marginal note:Time of disclosure for director or officer
(4) If a material contract or proposed material contract is one that, in the ordinary course of business of the company, would not require approval by the directors or the shareholders and policyholders, a director or an officer referred to in subsection (1) shall disclose in writing to the company or request to have entered in the minutes of meetings of directors the nature and extent of the director’s or officer’s interest forthwith after the director or officer becomes aware of the contract or proposed contract.
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