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Council Members’ Indemnity and Insurance

68. Indemnity

  • 68.1 Subject to paragraph 68.2, a Relevant Council Member or a director of an associated company may be indemnified out of the Association’s assets against:
    • a. any liability incurred by that Council Member or director in connection with any negligence, default, breach of duty or breach of trust in relation to the Association or an associated company;
    • b. any liability incurred by that Council Member or director in connection with the activities of the Association or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006); and
    • c. any other liability incurred by that Council Member as an officer of the Association or as director of an associated company. 68.2 This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.
  • 68.3 In this article:
  • a. companies are associated if one is a Subsidiary of the other or both are subsidiaries of the same body corporate, and
  • b. a "Relevant Council Member" means any Council Member or former Council Member or a director of an associated company.

69. Insurance

  • 69.1 The Council Members may decide to purchase and maintain insurance, at the expense of the Association, for the benefit of any Relevant Council Member in respect of any relevant loss.
  • 69.2 In this article:
    • a. a "Relevant Council Member" means any Council Member or former Council Member of the Association or a director of an associated company,
    • b. a "relevant loss" means any loss or liability which has been or may be incurred by a Relevant Council Member or a director of an associated company in connection with that Council Member or director’s duties or powers in relation to the Association, any associated company or any pension fund or employees’ share scheme of the Association or associated company, and
    • c. companies are associated if one is a Subsidiary of the other or both are subsidiaries of the same body corporate.