sec.46Disclosure of interests at board meetings

sec.46 Disclosure of interests at board meetings

This section applies to a board member if— a matter is being considered, or is about to be considered, at a board meeting; and the member has a material personal interest in the matter; and the material personal interest could conflict with the proper performance of the member’s duties in relation to the consideration of the matter. A board member has a material personal interest in the matter if any of the following persons or entities stands to gain a benefit or suffer a loss (either directly or indirectly) because of the outcome of the consideration of the matter— the board member; a spouse of the board member; a parent, child or sibling of the board member; a partner of the board member; an employer, other than a government agency, of the board member; an entity, other than a government agency, of which the board member is an office holder. As soon as practicable after the relevant facts come to the board member’s knowledge, the member must disclose the nature of the material personal interest to the other board members at the meeting. The board member may further participate in the meeting only if a majority of the other board members at the meeting vote in favour of the member’s further participation. However, the board member can not participate in any vote on the matter at the meeting. A disclosure under subsection (3) must be recorded in the minutes of the board meeting. A failure to make a disclosure under subsection (3) does not, of itself, invalidate a decision of the board. (sec.46-ssec.1) This section applies to a board member if— a matter is being considered, or is about to be considered, at a board meeting; and the member has a material personal interest in the matter; and the material personal interest could conflict with the proper performance of the member’s duties in relation to the consideration of the matter. (sec.46-ssec.2) A board member has a material personal interest in the matter if any of the following persons or entities stands to gain a benefit or suffer a loss (either directly or indirectly) because of the outcome of the consideration of the matter— the board member; a spouse of the board member; a parent, child or sibling of the board member; a partner of the board member; an employer, other than a government agency, of the board member; an entity, other than a government agency, of which the board member is an office holder. (sec.46-ssec.3) As soon as practicable after the relevant facts come to the board member’s knowledge, the member must disclose the nature of the material personal interest to the other board members at the meeting. (sec.46-ssec.4) The board member may further participate in the meeting only if a majority of the other board members at the meeting vote in favour of the member’s further participation. (sec.46-ssec.5) However, the board member can not participate in any vote on the matter at the meeting. (sec.46-ssec.6) A disclosure under subsection (3) must be recorded in the minutes of the board meeting. (sec.46-ssec.7) A failure to make a disclosure under subsection (3) does not, of itself, invalidate a decision of the board.