sec.478Disclosure of interests

### sec.478 Disclosure of interests A director must disclose to a meeting of the board a direct or indirect financial interest in an issue being considered or about to be considered by the board if— the director, or a person who, under a regulation, is related to the director, has the interest; and the interest could conflict with the proper performance of the director’s duties about the consideration of the issue. The disclosure must be recorded in the board’s minutes and, 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 on the issue. Another director who also has, or who is, under a regulation, related to a person who also has, a direct or indirect financial interest in the issue must not— be present when the board is considering its decision under subsection (2) ; or take part in making the decision. If, because of this section, a director is not present at a meeting of the board for the deliberation of the board about an issue, but there would be a quorum if the director were present, the remaining directors present are a quorum for the board’s deliberation or decision about the issue at the meeting. (sec.478-ssec.1) A director must disclose to a meeting of the board a direct or indirect financial interest in an issue being considered or about to be considered by the board if— the director, or a person who, under a regulation, is related to the director, has the interest; and the interest could conflict with the proper performance of the director’s duties about the consideration of the issue. (sec.478-ssec.2) The disclosure must be recorded in the board’s minutes and, 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 on the issue. (sec.478-ssec.3) Another director who also has, or who is, under a regulation, related to a person who also has, a direct or indirect financial interest in the issue must not— be present when the board is considering its decision under subsection (2) ; or take part in making the decision. (sec.478-ssec.4) If, because of this section, a director is not present at a meeting of the board for the deliberation of the board about an issue, but there would be a quorum if the director were present, the remaining directors present are a quorum for the board’s deliberation or decision about the issue at the meeting. - (a) the director, or a person who, under a regulation, is related to the director, has the interest; and - (b) the interest could conflict with the proper performance of the director’s duties about the consideration of the issue. - (a) be present when the board is considering its decision under subsection (2) ; or - (b) take part in making the decision.