Companies (Auditing and Accounting) Act 2003

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Disclosure of interests by directors.

18.—(1) In this section—

“meeting” means a meeting of the board of the Supervisory Authority or of a committee of its directors;

“specified matter” means—

(a) an arrangement to which the Supervisory Authority is a party or a proposed such arrangement, or

(b) a contract or other agreement with the Supervisory Authority or a proposed such contract or other agreement.

(2) Any director of the Supervisory Authority who is present at a meeting where a specified matter arises and who, otherwise than in his or her capacity as such a director, has a material interest in that matter shall—

(a) at the meeting disclose to the Authority the fact of the interest and its nature,

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

(c) take no part in any deliberations of the directors relating to the matter, and

(d) refrain from voting on any decision relating to the matter.

(3) Where a director discloses a material interest under this section—

(a) the disclosure shall be recorded in the minutes of the meeting concerned, and

(b) for as long as the matter to which the disclosure relates is being dealt with by the meeting, the director shall not be counted in the quorum for the meeting.

(4) Where at a meeting a question arises as to whether or not a course of conduct, if pursued by a director, would constitute a failure by him or her to comply with subsection (2)—

(a) the chairperson of the meeting may, subject to subsection (5), determine the question,

(b) the chairperson's determination is final, and

(c) the particulars of the determination shall be recorded in the minutes of the meeting.

(5) If the chairperson is the director in respect of whom the question arises, the other directors present at the meeting shall choose one of their number to be the chairperson of the meeting for the purposes of subsection (4).

(6) A director of the Supervisory Authority who, otherwise than in his or her capacity as such a director, has a material interest in a specified matter shall neither influence nor seek to influence any decision to be made by the Authority in relation to that matter.

(7) On being satisfied that a director of the Supervisory Authority has contravened subsection (2) or (6), the Minister may—

(a) if he or she thinks fit, remove that director from office, or

(b) if the director concerned is the chief executive officer, recommend to the board that he or she be removed from that office.

(8) A director removed from office under this section is disqualified for appointment under section 11 or 12.

(9) Section 194 of the Act of 1963 does not apply to a director of the Supervisory Authority.

(10) 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 company.