DEED OF ACCESS AND INDEMNITY

Transcription

1 DEED OF ACCESS AND INDEMNITY RETURNED AND SERVICES LEAGUE OF AUSTRALIA (QUEENSLAND BRANCH (RSL and [Insert Name] (Board Member

2 Contents 1. Definitions Documentary priority Indemnity Remedies Indemnities to continue Insurance Access Confidentiality Benefit of Deed Severability No Waiver Costs Assignment Governing law and jurisdiction Amendments Further assurance... 8

3 THIS DEED is made the 24 th day of November 2016 BETWEEN: AND: RETURNED AND SERVICES LEAGUE OF AUSTRALIA (QUEENSLAND BRANCH of 283 St Pauls Terrace, Fortitude Valley in the State of Queensland (RSL [Insert Name] (Board Member RECITALS A. The Board Member has been appointed as a member of the RSL Board. B. The constitution of RSL provides that the Board may give an indemnity to and maintain insurance in favour of certain persons including members of the Board. C. The Board is required to maintain the Board Papers. D. RSL has agreed to indemnify and maintain insurance in favour of the Board Member with respect to certain liabilities which the Board Member may incur as a result of being or acting as a Board Member and to provide access to the Board Papers in accordance with the terms of this Deed. AGREEMENT 1. Definitions 1.1 Definitions In this Deed, the following words have the following meanings: (a (c (d (e Access means searching, reviewing, inspecting and copying; Access Period means the period for which the Board Member is a member of the Board; Board means the Board of the RSL; Board Member means a Director of the Board; Board Papers includes: (i (ii all agendas, Board papers, committee papers, reports to the Board and committee, correspondence to and from the Board, minutes of meetings of the Board, resolutions of the Board, reports by a committee to the Board and any correspondence received by RSL relating to the Board or activities of the Board; other documents in the possession of or available to RSL that the Board Member believes, on reasonable grounds, are relevant to protecting the Board

4 Member s interests or reputation where a claim has been made or threatened against the Board Member which relates in any way to his or her acts or omissions during his period of office. (f (g (h Confidential Information means all business and financial information, Board Papers, intellectual property, sales and supply details, marketing strategies, customer and supplier listings, business listings, information concerning RSL or its members, officers, employees and business associates. D&O Insurance means the policy of insurance maintained by RSL in favour of Board Members and officers (including members of Board committees who are not Directors with appropriate run off cover; and Liability means all claims, demands, actions, suits, proceedings, judgments, fines, penalties, damages, costs (including legal costs on an indemnity basis and expenses of any nature. 2. Documentary priority Where any provision of this Deed is inconsistent with a provision of the constitution of RSL, this Deed will prevail to the extent of the inconsistency, to the full extent permitted by law. 3. Indemnity 3.1 RSL indemnifies the Board Member and must keep the Board Member fully indemnified to the full extent permitted by law against all Liability arising as a result of the Board Member acting as a Board Member. 3.2 The indemnity in this clause extends to Liability for costs and expenses incurred by the Board Member in defending any action for any liability incurred by the Board Member in his capacity as a Board Member, unless those costs and expenses are incurred: (a (c (d (e in defending or resisting proceedings in which the Board Member is found to have a liability to which the indemnity in clause 3.1 does not extend; in defending or resisting criminal proceedings in which the Board Member is found guilty; in defending or resisting proceedings brought by ASIC, ACNC or a liquidator for a court order if the grounds of making the order are found by a court to have been established; in connection with proceedings for relief to the Board Member under the Corporations Act in which the court denies relief; as otherwise prohibited by law.

5 4. Remedies 4.1. In satisfying its obligations under clause 3, RSL must directly pay any Liability as and when it falls due for payment. 5. Indemnities to continue 5.1 Each of the indemnities and obligations set out in this Deed: (a (c (d is irrevocable and continues from the date of this Deed in full force and effect (despite the termination for any reason of this Deed until all of the obligations to which it relates have been discharged in full; will continue to operate despite the removal or resignation of the Board Member from the Board; will not be considered as wholly or partially discharged by the discharge of some of the obligations to which it relates; and is a principal obligation and will not be treated as ancillary or collateral to any other right or obligation. 5.2 The benefit of any indemnity previously given or able to be given to the Board Member: (a in respect of liabilities incurred prior to the Effective Date: and arising out of any other document or circumstance, 6. Insurance are not affected by this Deed. 6.1 The RSL will effect and maintain the D&O Insurance throughout the term of the Board Member s appointment to the Board. 6.2 The Board Member may request a copy of the D&O Insurance policy. 7. Access 7.1 The Board will keep, in chronological order and in a suitably secure place, copies of all the Board Papers. 7.2 Subject to clause 7.3, upon the Board Member s request for Access (with which request RSL must comply within a reasonable period and approval of the chair, the Board Member is may be granted access to and obtain a copy of a Board Paper in the relevant Access Period. 7.3 Subject to clause 7.4 and the law, if Board Papers include any information to which legal professional privilege attaches to RSL in relation to third parties, the Board Member is entitled to Access only if such access will not result in loss of that professional privilege and on the condition that the Board Member will take no action which would waive or undermine the claim of professional privilege by RSL.

6 7.4 If Board Papers include any information to which legal professional privilege attaches to the Board Member in relation to third parties, the Board Member is entitled to Access and may waive that privilege, but only to the extent such waiver will not waive or undermine the claim of professional privilege by RSL or any other Board Member. 7.5 The Board Member s rights under this clause shall survive up to 7 years after the resignation or removal of the Board Member. 7.6 The Board Member is entitled to show the Board Papers to their lawyers and to provide copies to them for the purpose of seeking and/or obtaining legal advice. 8. Confidentiality 8.1 The Board Member must not disclose any Confidential Information in any Board or committee Papers to a third party unless: (a the Board Member is required to disclose the document by law; or the prior written consent of RSL is first obtained. 8.2 The Board Member must apply the highest standards of confidentiality and not disclose to any person (whether during the course of the appointment or at any time before or after any Confidential Information concerning RSL other than to discharge any legal duties. Upon cessation of being a Board Member, the Board Member agrees to return to RSL all property, materials and documents of RSL, other than such documents as reasonably needed to be retain as a record of the discharge of any Board Member duties to RSL. 8.3 The Board Member agrees that they will not reveal or make known any of the matters, affairs, or concerns which may come to their knowledge as a Board Member of RSL, to any person or persons whatsoever, except under the compulsion or obligation of law, or when officially required to do so by the Board, or by the auditors of RSL. 8.4 The Board Member must comply with all privacy obligations as set out in the Privacy Act 1988 and RSL policies. The Board Members also note the following: (a The Board Member acknowledges that any personal information provided to RSL, as a result of your appointment as a Board Member or otherwise, may be used or disclosed by RSL as described below. RSL may use or disclose the Board Member s information for any of the following purposes (including disclosing it to a related body corporate of RSL who may also use it for these purposes: (i to comply with any applicable law; (ii for any corporate governance purposes, and to monitor compliance with internal policies and this letter;

7 (iii to comply with any statutory, regulatory or periodic reporting obligations under laws in any jurisdiction which require RSL to disclose information to any statutory body; and (iv for disclosure statements, registration statements, annual reports, and like associated documents. 9. Benefit of Deed This Deed ensures for the benefit of the parties, that this Deed is not revocable without the prior written consent of all parties (whether or not then still a Board Member and entitled to any benefit under this Deed. 10. Severability Where any provision of this Deed is void, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this Deed and the parties must attempt to replace that severed part with a legally acceptable alternative clause that meets the parties objectives. 11. No Waiver 11.1 The failure of a party at any time to require full or partial performance of any provision of this Deed does not affect in any way the full right of that party to require that performance subsequently The waiver by any party of a breach of a provision of this Deed is not deemed a waiver of all or part of that provision or of any other provision or of the right of that party to avail itself of its rights subsequently Any waiver of a breach of this Deed must be in writing signed by the party granting the waiver, and is effective only to the extent specifically set out in that waiver. 12. Costs 12.1 RSL must pay for all costs in relation to: (a the negotiation, preparation, execution, performance, amendment or registration of, or any consent given or made; and the performance of any action by that party in compliance with any liability arising, 13. Assignment under this Deed, or any agreement or document executed or effected under this Deed, unless this Deed provides otherwise. A party must not transfer any right or liability under this Deed without the prior consent of each other party. 14. Governing law and jurisdiction 14.1 This Deed is governed by and construed under the law in the State of Queensland.

8 14.2 Any legal action in relation to this Deed against any party or its property may be brought in any court of competent jurisdiction in the State of Queensland Each party by execution of this Deed irrevocably, generally and unconditionally submits to the non-exclusive jurisdiction of any court specified in this provision in relation to both itself and its property. 15. Amendments Any amendment to this Deed has no force or effect, unless effected by a document executed by the parties. 16. Further assurance Each party must execute any document and perform any action necessary to give full effect to this Deed, whether before or after performance of this Deed.

9 Executed as a Deed. SIGNED SEALED AND DELIVERED by RETURNED AND SERVICES LEAGUE OF AUSTRALIA (QUEENSLAND BRANCH by its authorised representatives: Signature of Chairman/Director Signature of Company Secretary SIGNED SEALED AND DELIVERED by [Insert Name] in the presence of: Signature of Witness Signature Name of Witness