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Disclosure of interests
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12. (1) Where a—
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(a) member of the Board or a committee,
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(b) director of a subsidiary,
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(c) member of the staff of the Board or a subsidiary,
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(d) consultant or adviser engaged by the Board or a subsidiary, or
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(e) member of the Control Committee or the Appeal Committee,
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has any pecuniary interest or other beneficial interest in, or material to, any matter which falls to be considered by the Board, committee or a subsidiary, he or she shall—
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(i) disclose to the Board or a committee or subsidiary, as the case may be, the nature of the interest in advance of any consideration of the matter,
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(ii) neither influence nor seek to influence a decision relating to the matter,
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(iii) take no part in any consideration of the matter,
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(iv) withdraw from a meeting at which the matter is being discussed or considered for so long as it is being so discussed or considered, and
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(v) if he or she is a member of the Board or a committee or a director of a subsidiary, neither vote nor otherwise act as such a member or director in relation to the matter.
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(2) For the purposes of this section, but without prejudice to the generality of subsection (1), a person is regarded as having a beneficial interest if—
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(a) the person, a connected relative of the person or a nominee of either of them is a member of a company or any other body which has a beneficial interest in, or material to, any matter to be considered under that subsection,
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(b) the person or a connected relative of the person is in partnership with or is in the employment of a person who has a beneficial interest in, or material to, any such matter,
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(c) the person or a connected relative is a party to any arrangement or agreement (whether or not enforceable) concerning land to which any such matter relates, or
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(d) a connected relative has a beneficial interest in, or material to, any such matter.
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(3) For the purposes of this section, a person is not regarded as having a beneficial interest in, or material to, any matter by reason only that he or she or any company or other body or person mentioned in subsection (2) has an interest which is so remote or insignificant that it cannot reasonably be regarded as likely to influence a person in considering or discussing, or in voting on, any question in respect of the matter or in performing any function in relation to the matter.
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(4) The members of the Board shall determine any question as to whether a course of conduct, if pursued by a person, would be a failure by him or her to comply with subsection (1) and particulars of the determination shall be recorded in the minutes of a meeting at which the determination is made.
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(5) If a person makes a disclosure under subsection (1) at a meeting of the Board, a committee or a subsidiary, particulars of the disclosure shall be recorded in the minutes of the meeting.
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(6) Where the Minister is satisfied that a member of the Board or a committee or a director of a subsidiary has contravened subsection (1), he or she may remove the member or director and, where a person is removed from office under this subsection he or she is disqualified from being a member of the Board or a committee or a director of a subsidiary.
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(7) Where a person other than a person to whom subsection (6) applies contravenes subsection (1), the Board or, as appropriate, the subsidiary shall decide the appropriate action to be taken in relation to the person, including the termination of a contract of service or a contract for services with the person.
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(8) Nothing in this section prejudices the operation of any rule of law restricting directors of a company from having any interest in contracts with the Board or a subsidiary.
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(9) In this section—
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“committee” means a committee of the Board or the Control Committee or Appeal Committee;
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“connected relative” in relation to a person, means a spouse, civil partner, parent, brother, sister, child or the spouse or civil partner of a child of the person.
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