Air Navigation and Transport (Amendment) Act, 1998

Disclosure by directors of certain interests.

34.—(1) Where at a meeting of the directors of the company or of any subsidiary thereof any of the following matters arises, namely—

(a) an arrangement to which the company or a subsidiary of the company is a party or a proposed such arrangement,

(b) a contract or other agreement with the company or a subsidiary of the company or a proposed such contract or other agreement,

(c) the giving, grant or renewal by the company or a subsidiary of the company of a certificate, lease, licence, authorisation or instrument of approval, or

(d) the revocation, cancellation, withdrawal, suspension or endorsement by the company or a subsidiary of the company of a certificate, licence, authorisation or instrument of approval,

then, any director of the company or the first-mentioned subsidiary present at the meeting who otherwise than in his or her capacity as such a director is in any way, whether directly or indirectly, interested in the matter shall—

(i) at the meeting disclose to the company or first-mentioned subsidiary the fact of such interest and the nature thereof,

(ii) neither influence nor seek to influence a decision to be made in relation to the matter,

(iii) absent himself or herself from the meeting or that part of the meeting during which the matter is discussed,

(iv) take no part in any deliberation of the directors relating to the matter, and

(v) not vote on a decision relating to the matter.

(2) Where an interest is disclosed pursuant to this section, the disclosure shall be recorded in the minutes of the meeting concerned and, for so long as the matter to which the disclosure relates is being dealt with by the meeting, the director by whom the disclosure is made shall not be counted in the quorum for the meeting.

(3) Where at a meeting of the directors of the company or a subsidiary of the company a question arises as to whether or not a course of conduct, if pursued by a director of the company or the subsidiary of the company, would constitute a failure by him or her to comply with the requirements of subsection (1), the question may be determined by the chairperson of the meeting, whose decision shall be final, and where such a question is so determined, particulars of the determination shall be recorded in the minutes of the meeting.

(4) Where the Minister is satisfied that a director has contravened subsection (1), the Minister may, if he or she thinks fit, and with the consent of the Minister for Finance, remove that director from office and, in case a person is removed from office pursuant to this subsection, he or she shall thenceforth be disqualified from being a director of the company or a subsidiary of the company.

(5) Section 194 of the Act of 1963 shall not apply to a director of the company or a subsidiary of the company.

(6) A person who fails to comply with this section shall be guilty of an offence.

(7) Nothing in this section shall be taken to prejudice the operation of any rule of law restricting directors of a company from having any interest in contracts with the company.