28CRestriction on director's participation in case of material personal interest

28C Restriction on director's participation in case of material personal interest

[Section 28C Inserted by No. 42 of 2002, s. 18, Applied:27 Nov 2002]

(1)  If a director has a material personal interest in a matter being considered at a meeting of the Board, the director must not, except as allowed by the Board under subsection (4)  –

(a) be present while the matter is being considered; and

(b) vote on the matter.

(2)  If  –

(a) a director has a material personal interest in a contract that the Government Business Enterprise has with a person; and

(b) either –

(i) the director, in compliance with subsection (1) , was not present while the Board considered whether to enter into the contract and did not vote on the matter; or

(ii) the director was allowed under subsection (4) to be present while the Board considered whether to enter into the contract and to vote on the matter –

the Government Business Enterprise, by reason of the director holding that interest, cannot avoid the contract and the director is not liable to account to the Government Business Enterprise for any profits derived from that interest.

(3)  If –

(a) a director has a material personal interest in a contract that the Government Business Enterprise has with a person; and

(b) the director, in contravention of subsection (1) , was present while the Board considered whether to enter into the contract or voted on the matter –

the Government Business Enterprise, by reason of the director holding that interest, may avoid the contract and the director is liable to account to the Government Business Enterprise for any profits derived from that interest if the Board so determines by written notice provided to the director.

(4)  If a director has a material personal interest in a matter being considered by the Board and the Board, in the absence of the director, passes a resolution that –