Insurance Companies Act

Marginal note:Avoidance standards

839 A material contract between an insurance holding company and one or more of its directors or officers, or between an insurance holding company and another entity of which a director or an officer of the insurance holding company is a director or an officer or between an insurance holding company and a person in which the director or officer has a material interest, is neither void nor voidable

• (a) by reason only of that relationship, or

• (b) by reason only that a director with an interest in the contract is present at or is counted to determine the presence of a quorum at the meeting of directors or the committee of directors that authorized the contract,

if the director or officer disclosed the interest in accordance with subsection 836(2), (3) or (4) or section 838 and the contract was approved by the directors or the shareholders and it was reasonable and fair to the insurance holding company at the time it was approved.