PART XA COMPANY'S MANAGEMENT; DIRECTORS AND SECRETARIES; THEIR QUALIFICATIONS, DUTIES AND RESPONSIBILITIES
Other provisions about directors and officers
Qualifying third party indemnity provisions317B
1
For the purposes of Article 317A(4) a provision is a qualifying third party indemnity provision if it is a provision such as is mentioned in Article 317A(3) in relation to which conditions A to C are satisfied.
2
Condition A is that the provision does not provide any indemnity against any liability incurred by the director—
a
to the company, or
b
to any associated company.
3
Condition B is that the provision does not provide any indemnity against any liability incurred by the director to pay—
a
a fine imposed in criminal proceedings, or
b
a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising).
4
Condition C is that the provision does not provide any indemnity against any liability incurred by the director—
a
in defending any criminal proceedings in which he is convicted, or
b
in defending any civil proceedings brought by the company, or an associated company, in which judgment is given against him, or
c
in connection with any application under any of the following provisions in which the court refuses to grant him relief, namely—
i
Article 154(3) or (4), or
ii
Article 675.
5
In sub-paragraph (a), (b) or (c) of paragraph (4) the reference to any such conviction, judgment or refusal of relief is a reference to one that has become final.
6
For the purposes of paragraph (5) a conviction, judgment or refusal of relief becomes final—
a
if not appealed against, at the end of the period for bringing an appeal, or
b
if appealed against, at the time when the appeal (or any further appeal) is disposed of.
7
An appeal is disposed of—
a
if it is determined and the period for bringing any further appeal has ended, or
b
if it is abandoned or otherwise ceases to have effect.
8
In this Article “associated company” and “provision” have the same meaning as in Article 317A.