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 of interest;
- 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 directors.
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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