Part X Enforcement of Fair Dealing by Directors
Restrictions on directors taking financial advantage
C1317 Directors to disclose interest in contracts.
1
It is the duty of a director of a company who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the company to declare the nature of his interest at a meeting of the directors of the company.
2
In the case of a proposed contract, the declaration shall be made—
a
at the meeting of the directors at which the question of entering into the contract is first taken into consideration; or
b
if the director was not at the date of that meeting interested in the proposed contract, at the next meeting of the directors held after he became so interested;
and, in a case where the director becomes interested in a contract after it is made, the declaration shall be made at the first meeting of the directors held after he becomes so interested.
3
For purposes of this section, a general notice given to the directors of a company by a director to the effect that—
a
he is a member of a specified company or firm and is to be regarded as interested in any contract which may, after the date of the notice, be made with that company or firm; or
b
he is to be regarded as interested in any contract which may after the date of the notice be made with a specified person who is connected with him (within the meaning of section 346 below),
is deemed a sufficient declaration of interest in relation to any such contract.
4
However, no such notice is of effect unless either it is given at a meeting of the directors or the director takes reasonable steps to secure that it is brought up and read at the next meeting of the directors after it is given.
5
A reference in this section to a contract includes any transaction or arrangement (whether or not constituting a contract) made or entered into on or after 22nd December 1980.
6
For purposes of this section, a transaction or arrangement of a kind described in section 330 (prohibition of loans, quasi-loans etc. to directors) made by a company for a director of the company or a person connected with such a director is treated (if it would not otherwise be so treated, and whether or not it is prohibited by that section) as a transaction or arrangement in which that director is interested.
7
A director who fails to comply with this section is liable to a fine.
8
This section applies to a shadow director as it applies to a director, except that a shadow director shall declare his interest, not at a meeting of the directors, but by a notice in writing to the directors which is either—
a
a specific notice given before the date of the meeting at which, if he had been a director, the declaration would be required by subsection (2) to be made; or
b
a notice which under subsection (3) falls to be treated as a sufficient declaration of that interest (or would fall to be so treated apart from subsection (4)).
9
Nothing in this section prejudices the operation of any rule of law restricting directors of a company from having an interest in contracts with the company.