Board Minutes – Declaration Of Director's Interests

PLEASE BE AWARE THAT THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023 IS BEING IMPLEMENTED IN PHASES AND MAY CHANGE THIS TEMPLATE. 

These Board Minutes record a meeting at which a director declares their interest in a transaction or arrangement with the company. All directors are required to make a declaration if they have such an interest.

When directors must declare an interest

The Companies Act 2006 places a requirement on directors to declare their interest in any transaction or arrangement that is proposed to be entered into by the company (section 177) or any existing transaction or arrangement entered into by the company (section 182). A section 182 declaration does not need to be made if the interest has already been declared under section 177.

How a declaration can be made

A 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;
• by notice in writing (under section 184); or
• by general notice (under section 185).

Timing and follow-up declarations

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.

When a declaration is not required

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.

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