BOARD CONDUCT & LIABILITY

1. 28. Pledge of Confidentiality Directors will sign, on an annual basis on a form approved by the Board, a Pledge of Confidentiality confirming that directors will keep confidential any privileged, proprietary or otherwise confidential information which directors become privy to in the execution of their service on the board.
   29. Code of Conduct & Declaration of Interest The Board shall adopt a Code of Conduct for its directors, designed to prevent real and perceived conflicts of interest. The Code of Conduct will reference the fiduciary duty held by each Director and define the actions required of a director of the Corporation: i) who is a party to a material contract or a proposed material contract for the Corporation or ii) who is the director or an officer of a company who has a material interest in any contract or proposed contract with the Corporation or iii) whose Affiliate has a material interest in any material contract, or  proposed material contract with the Corporation. These actions will include disclosure in writing to the Corporation or request to have entered in the minutes of meetings of directors, the nature and extent of his interest. All such disclosures shall be made at the time required by the applicable provisions of the Act. In these circumstances, directors shall excuse themselves from any discussions, not be privy to any pertinent documents, and refrain from voting in respect of the material contract or proposed material contract. In these circumstances, the director who refrains from voting due to the actual or perceived conflict, shall not be included in the calculation of quorum.
   30. Avoidance Standards A material contract between the Corporation and one or more of its directors or officers or between the Corporation and an Affiliate of a director or officer of the Corporation is neither void or voidable by reason only of that relationship, provided that the provisions of paragraph 29 and the Code of Conduct have been complied with.
   31. Protection of Directors and Officers No director or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or for joining in any receipts or other acts for conformity or for any loss or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the order of the board of directors for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss, damage or misfortune, whatever which shall happen in the execution of the duties of his/her officer or in relation thereto unless in or as a result of any action, suit or proceeding in adjudged to be in breach of any duty or responsibility imposed on him under the Corporations Act, R.S.N.L. 1990, c-36 (as amended) or under any other statute.
   32. Indemnity of Directors and Officers The Corporation shall indemnify the directors or officers of the Corporation, former directors or officers of the Corporation or any person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a member or shareholder and his/her heirs and legal representatives against all costs, charges and expenses including an amount paid to settle an action or satisfy a judgement reasonably incurred by him/her in respect of any civil, criminal or administrative action or proceeding to which he/she has been made a party by reason of being or having been a director or officer of the Corporation or such other body corporate if;
       • he/she acted honestly and in good faith with a view to the best interest of the Corporation; and
       • in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he/she had reasonable grounds to believe that his conduct was lawful.

The Corporation shall also indemnify such directors or officers who have been substantially successful in the defence of any civil, criminal or administrative action or proceeding to which he/she is made a party by reason of being or having been a director or officer of the Corporation or body corporate against all cost, charges and expenses reasonably incurred by him respect of such action or proceeding.

1. 33. Insurance for Directors and Officers The Corporation may purchase and maintain insurance for the benefit of any director or officer against liabilities, costs, charges and expenses sustained or incurred by such director or officer for failure to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
   34. Loans to Members The Corporation may not at any time give financial assistance by means of a loan, guarantee or otherwise, to any director.