(1) This section applies to--
(a) a person who is an employee of a corporate entity; and
(b) a person who was an employee of a corporate entity.
(2) The corporate entity must not exempt the person from a liability incurred as an employee.
(3) However, with the prior approval of the corporate entity's shareholder, the corporate entity may indemnify the person against--
(a) a civil liability, other than a civil liability--
(i) to the corporate entity or its subsidiary; or
(ii) that arises out of conduct involving a lack of good faith; or
(b) any costs and expenses incurred by the person--
(i) in successfully defending proceedings for the liability; or
(ii) in connection with an application in relation to a proceeding in which relief is granted to the person by a court.
(4) Indemnify includes indemnify indirectly through 1 or more interposed entities.
(5) A contract is void so far as it exempts or indemnifies an employee of a corporate entity in contravention of this section.