Harbours Act 2015

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Amendment of section 32 of Act of 1996 (disclosure by directors of certain interests)

41. The following is substituted for section 32 of the Act of 1996:

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

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

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

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

(d) the revocation, cancellation, withdrawal, suspension or endorsement by the company or any subsidiary 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 has a material interest in the matter shall—

(i) at the meeting disclose to the company or the 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 deliberations of the directors relating to the matter, and

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

(2) Where a material 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 a company or a subsidiary a question arises as to whether or not a course of conduct, if pursued by a director of the company or the subsidiary, would constitute a failure by him or her to comply with the requirements of subsection (1), the question may, subject to subsection (4), 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, at a meeting of a company or a subsidiary the chairperson of the meeting is the director in respect of whom a question to which subsection (3) applies falls to be determined, then the other directors of the company or a subsidiary attending the meeting shall choose one of their number to be chairperson of the meeting for the purpose of determining the question concerned.

(5) 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 Public Expenditure and Reform, remove that director from office, and, where a person is removed from office pursuant to this subsection, he or she shall henceforth be disqualified from being a director of the company concerned or a subsidiary.

(6) Section 231 of the Companies Act 2014 does not apply to a director of a company or a subsidiary.

(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.”.