Board Minutes – Declaration Of Director's Interests
These Board Minutes – Declaration of Director’s Interests record the
meeting at which a director declares his/her interest in relation to a
transaction or arrangement with the company. All directors are required to
make a declaration if they have such an interest.
The Companies Act 2006 has placed requirements on directors to declare
their interest in any transaction or arrangement that is proposed to be
entered into by the company (section 177) as well as any existing
transaction or arrangement entered into by the company (section 182)
although the declaration in relation to the latter obligation need not be
made to the extent it has been made under the former obligation.
The declaration in relation to either an existing or proposed transaction
or arrangement can be made in one of three ways:
- at a meeting of the directors, or
- by notice in writing (under section 184), or
- by general notice (under section 185).
A declaration in relation to a proposed transaction or arrangement must be
made before the company enters into it.
If a declaration of interest proves to be, or becomes, inaccurate or
incomplete, a further declaration must be made.
A declaration in relation to an existing transaction or arrangement must be
made as soon as is reasonably practicable. Failure to comply with the
requirement does not affect the underlying duty to make the declaration.
In each case, a declaration of an interest of which the director is not
aware or where the director is not aware of the transaction or arrangement
in question is not required. For this purpose a director is treated as
being aware of matters of which he or she ought reasonably to be aware.
A director need not declare an interest in the following circumstances:
- if it cannot reasonably be regarded as likely to give rise to a conflict
- if the other directors are already aware of it (and for this purpose the
other directors are treated as aware of anything of which they ought
reasonably to be aware); or
- if it concerns terms of his service contract that have been or are to be
considered by a meeting of the directors, or by a committee of the
These Board Minutes – Declaration of Director’s Interests can be made in
relation to either a proposed or existing transaction or arrangement.
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