sec.25Disclosure of interests by directors

sec.25 Disclosure of interests by directors

This section applies to a director if— the director has a direct or indirect interest in an issue being considered, or about to be considered, by the board; and the interest could conflict with the proper performance of the director’s duties about the consideration of the issue. As soon as practicable after the relevant facts come to the director’s knowledge, the director must disclose the nature of the interest to a board meeting. Unless the board otherwise directs, the director must not— be present when the board considers the issue; or take part in a decision of the board about the issue. The director must not be present when the board is considering whether to give a direction under subsection (3) . If there is another director who must, under subsection (2) , also disclose an interest in the issue, the other director must not— be present when the board is considering whether to give a direction under subsection (3) about the director; or take part in making the decision about giving the direction. If— because of this section, a director is not present at a board meeting for considering or deciding an issue, or for considering or deciding whether to give a direction under subsection (3) ; and there would be a quorum if the director were present; the remaining directors present are a quorum of the board for considering or deciding the issue, or for considering or deciding whether to give the direction, at the meeting. A disclosure under subsection (2) must be recorded in the board’s minutes. (sec.25-ssec.1) This section applies to a director if— the director has a direct or indirect interest in an issue being considered, or about to be considered, by the board; and the interest could conflict with the proper performance of the director’s duties about the consideration of the issue. (sec.25-ssec.2) As soon as practicable after the relevant facts come to the director’s knowledge, the director must disclose the nature of the interest to a board meeting. (sec.25-ssec.3) Unless the board otherwise directs, the director must not— be present when the board considers the issue; or take part in a decision of the board about the issue. (sec.25-ssec.4) The director must not be present when the board is considering whether to give a direction under subsection (3) . (sec.25-ssec.5) If there is another director who must, under subsection (2) , also disclose an interest in the issue, the other director must not— be present when the board is considering whether to give a direction under subsection (3) about the director; or take part in making the decision about giving the direction. (sec.25-ssec.6) If— because of this section, a director is not present at a board meeting for considering or deciding an issue, or for considering or deciding whether to give a direction under subsection (3) ; and there would be a quorum if the director were present; the remaining directors present are a quorum of the board for considering or deciding the issue, or for considering or deciding whether to give the direction, at the meeting. (sec.25-ssec.7) A disclosure under subsection (2) must be recorded in the board’s minutes.