s103-105 Director’s interests

103 Directors’ appointments and interests
Provided that a director has disclosed any interest in accordance with section 104, a director notwithstanding such director’s office-

(a) may be a party to, or otherwise interested in, any transaction or arrangement with the company or in which the company is otherwise interested;

(b) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the company or in which the company is otherwise interested; and

(c) shall not, by reason of his office, be accountable to the company for any benefit which such director derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.


104 Disclosure of interests


(1) A director of a company shall, forthwith after becoming aware of the fact that such director is interested in a transaction entered into or to be entered into by the company, disclose the interest to the board of the company.

(2) For the purposes of subsection (1), a disclosure to the board to the effect that a director of a company is also a shareholder, director, officer or trustee of another named company or other arrangement and is to be regarded as interested in any transaction which may, after the date of the disclosure, be entered into between the company and that other company or person, is a sufficient disclosure of interest in relation to that transaction.

(3) A disclosure made pursuant to subsection (1) shall be made or brought to the attention of every director on the board, provided that a disclosure shall be deemed to have been so made if it is made at the meeting of the directors at which the transaction was first considered or, if the director in question was not at the date of that meeting interested in the transaction or aware that such director was so interested, at the first meeting of the directors held after the director became so aware or so interested (as the case may be).

(4) A director who contravenes subsection (1) commits an offence.


105 Director disclosing interest may vote and count in quorum
Subject to contrary provision in the memorandum or articles of a company, a director who has disclosed an interest in a transaction in accordance with section 104 shall be counted in the quorum, and may vote, in relation to any resolution of the directors concerning such transaction.