Companies Act 2014 section 235

Any provision exempting officers of company from liability void (subject to exceptions)

Section 235 deals with the general prohibition on exempting or indemnifying company officers from liability for negligence, default, breach of duty or breach of trust, while setting out important exceptions including the right to purchase directors' and officers' insurance.

• Any provision — whether in the company's constitution, a contract, or elsewhere — that purports to exempt or indemnify a company officer from liability for negligence, default, breach of duty, or breach of trust in relation to the company is void.
• Despite this general prohibition, a company may indemnify an officer against costs incurred in successfully defending civil or criminal proceedings, or in proceedings where the court grants the officer relief under the statutory provisions for court-granted relief.
• A company may purchase and maintain directors' and officers' insurance covering such liabilities, and a director may be counted in the quorum and vote on any resolution to purchase or maintain that insurance, even if the director personally benefits from it.
• The term "officer" includes a statutory auditor and covers both current and former officers of the company.

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