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Disclosure by directors and members of staff of Company and subsidiaries of certain interests.
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31.—(1) Where at a meeting of the directors or the directors of a subsidiary either of the following matters arises, namely—
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(a) an arrangement to which the Company or a subsidiary is a party or a proposed such arrangement,
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(b) a contract or other agreement with the Company or a subsidiary or a proposed such contract or other agreement,
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then, any director, or any directors of 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—
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(i) shall at the meeting disclose to the Company or the first-mentioned subsidiary the fact of such interest and the nature thereof,
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(ii) shall absent himself or herself from the meeting or that part of the meeting during which the matter is discussed,
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(iii) shall take no part in any deliberations of the directors or the directors of the first-named subsidiary relating to the matter, and
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(iv) shall not vote on a decision relating to the matter.
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(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.
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(3) Where at a meeting of the directors or the directors of a subsidiary a question arises as to whether or not a course of conduct, if pursued by a director or, as the case may be, a director of the subsidiary, 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.
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(4) Where the Minister is satisfied that a director or a director of a subsidiary has contravened subsection (1), he or she 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 or a director of a subsidiary.
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(5) Section 194 of the Act of 1963 shall not apply to a director or a director of a subsidiary.
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(6) A member of the staff of the Company or a subsidiary who otherwise than in his or her capacity as such a member is in any way, whether directly or indirectly, interested in a matter specified in subsection (1) shall—
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(a) disclose to the Company or, as the case may be, the subsidiary the fact of such interest and the nature thereof, and
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(b) take no part in the negotiation of any contract or other agreement concerned or in any deliberations relating to the matter.
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(7) A person who fails to comply with this section shall be guilty of an offence and shall be liable—
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(a) on summary conviction, to a fine not exceeding £1,200 or imprisonment for a term not exceeding 12 months or both, or
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(b) on conviction on indictment, to a fine not exceeding £10,000 or imprisonment for a term not exceeding 2 years or both.
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(8) 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.
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