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Indemnification of Members of the Board of Governors

Indemnification of Governors, Trustees and Officers of McGill University, Royal Institution for the Advancement of Learning and Royal Victoria College

Introduction

Governors of McGill University are protected from personal liability through a directors’ and officers’ liability insurance policy. A summary of the coverage provided by this policy is reproduced under VI.2, below. In addition, members of the Board benefit from comprehensive indemnification from liability not already covered by the insurance policy under a resolution adopted by the Board of Governors in 1994 and updated in November 2007.

Summary of Directors’ and Officers’ Liability Insurance Coverage

Primary Insurer: Intact insurance;
Excess Insurer: Revau TMK, Revau and Revau QBE;
Coverage Term: Coverage commenced July 21, 1986;
renewable May 31st each year. Renewed for May 31, 2023– May 31, 2024
Limits of Liability:

Directors’ and Officers’ Liability Insurance Coverage Tower
Insurer Limits of Liability
Primary D&O: Intact

Up to $2,000,000 each loss

Up to $2,000,000 each policy year

Umbrella Liability:

Revau (TMK)		 Up to $8,000,000 each loss
Up to $8,000,000 each policy year
1st Excess Liability: Revau Up to $2,000,000 each loss
Up to $2,000,000 each policy year
2nd Excess Liability: Revau (QBE) Up to $10,000,000 each loss
Up to $10,000,000 each policy year
3rd Excess Liability: Revau

Up to $5,000,000 each loss

Up to $5,000,000 each policy year
4th Excess Liability: Revau Up to $20,000,000 each loss
Up to $20,000,000 each policy year
5th Excess Liability: Revau (QBE) Up to $5,000,000 each loss
Up to $5,000,000 each policy year
TOTAL Up to $52,000,000 each loss
Up to $52,000,000 each policy year
Self-Insured Retention::

$25,000

(Per Claim)
Insured Organizations: The Royal Institution for the Advancement of Learning,
McGill University and its Subsidiaries
Insured Persons: Any person who was, now is, or shall be a member of the Board of Directors of the Insured and who is or was appointed to be part of a university board, but only while acting within the scope of his duties as a university board
Commissioner (includes elected members of the executive committee or assembly, commission, specific board or other committee legally constituted or according to bi-law, as well as all persons nominated, who have been nominated or shall be nominated to serve – while acting in the course of their duties as such).
Extension of Coverage: Insured Person includes a claim against Insured Person’s lawful spouse, estates, heirs and legal representatives

Resolution Regarding Indemnification of Members of The Board of Governors

 

Whereas McGill University, RIAL [the Royal Institution for the Advancement of Learning] and RVC [Royal Victoria College] ("Institutions") deem it fit to provide indemnification for any person who has been, now is or shall become a member of the Board of Governors, its committees, a Trustee, an Ex-officio member of the Senate, Dean of Faculty, or Senior Administrative Officer ("Indemnitees") - acting in the course of their duties;

 

1.1 The Institutions shall indemnify each of the Indemnitees as well as their agents, heirs, successors and legal representatives, if any, from and against all costs, charges, and expenses incurred by that person:
 
  1. in respect of any action, lawsuit, legal proceeding or claim of a civil or administrative nature instituted by a third party against that person, in relation to any act, deed or matter performed, done or authorized by that person in the exercise of the duties of, or as a result of holding office, including all sums of money paid in settlement of litigation or to execute a judgment, except in any case where that person has committed an act of gross negligence, an act of fault unrelated to the duties of office or fraud; the Institutions shall be entitled to advance funds in relation to all costs, charges and expenses so incurred, subject to the obligation of that person to reimburse the same in the event that person has committed an act of gross negligence, an act unrelated to the duties of office or fraud; and
  2. in respect of any action, lawsuit, legal proceeding or claim of a civil or administrative nature, instituted against that person by the Institutions, or by anyone acting for the latter and in its name in relation to any act, deed or matter performed, done or authorized by that person in the exercise of the duties of, or as a result of holding office unless the Institutions are successful therein; in the event the Institutions are successful only in part, the court or adjudicating body shall be entitled to establish the amount of costs, charges and expenses for which that person shall be indemnified;
  3. in respect of any action, lawsuit, legal proceeding or claim of a penal or criminal nature, instituted against that person in relation to any act, deed or matter performed, done or authorized by that person in the exercise of the duties of, or as a result of holding office if that person has been freed of charges or acquitted or if there are reasonable grounds for believing that his or her conduct was in accordance with the law;
1.2 The Institutions hereby assume all obligations set out in paragraph 1.1 in relation to any Indemnitees who, upon their request, act as such for a legal person of which the Institutions are a shareholder or creditor;
1.3 This article constitutes an enforceable undertaking and its provisions are enacted for the benefit of Indemnitees who by the mere fact of acceptance of office are deemed to have consented hereto;
1.4 Any amendment or revocation of this article shall not have the effect of depriving any Indemnitees then in office, of any benefit conferred by this article.

[Source: Board of Governors, Minute 8182, November 21, 1994; Revised Executive Committee, November 19, 2007]

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