Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 231

231. (1) Subject to this section, a director of a company who is in any way,
whether directly or indirectly, interested in a contract or proposed contract
with the company shall, as soon a practicable after the relevant facts have
come to the director's knowledge, declare the nature of the interest at a
meeting of the directors.

(2) The requirements of subsection (1) do not apply in respect of an interest
of a director of a company that consists only of being a member or creditor of
a company that is interested in a contract or proposed contract with the
first-mentioned company if the interest of the director may properly be
regarded as not being a material interest.

(3) A director of a company shall not be taken to be, or to have been at any
time, interested in a contract or proposed contract merely because:

   (a)  where the contract or proposed contract relates to a loan to the
        company-the director has guaranteed or joined in guaranteeing the
        repayment of the loan or any part of the loan; or

   (b)  where the contract or proposed contract has been or will be made with
        or for the benefit of or on behalf of a body corporate that is related
        to the company-the director is a director of that body corporate.

(4) Subsection (3) has effect not only for the purposes of this Act but also
for the purposes of any rule of law, but does not affect the operation of any
provision in the articles of the company.

(5) For the purposes of subsection (1), a general notice given to the
directors of a company by a director to the effect that the director is an
officer or member of a specified body corporate or a member of a specified
firm and is to be regarded as interested in any contract that may, after the
date of the notice, be made with that body corporate or firm shall be deemed
to be a sufficient declaration of interest in relation to any contract so made
or proposed to be made if:

   (a)  the notice states the nature and extent of the director's interest in
        the body corporate or firm;

   (b)  when the question of confirming or entering into the contract is first
        taken into consideration, the extent of the director's interest in the
        body corporate or firm is not greater than is stated in the notice;
        and

   (c)  the notice is given at a meeting of the directors or the director
        takes reasonable steps to ensure that it is brought up and read at the
        next meeting of the directors after it is given.

(6) A director of a company who holds any office or possesses any property
whereby, whether directly or indirectly, duties or interests might be created
in conflict with his or her duties or interests as director shall, in
accordance with subsection (7), declare at a meeting of the directors of the
company the fact and the nature, character and extent of the conflict.

(7) A declaration required by subsection (6) in relation to the holding of an
office or the possession of any property shall be made by a person:

   (a)  where the person holds the office or possesses the property as
        mentioned in subsection (6) when the person becomes a director-at the
        first meeting of directors held after:

        (i)    the person becomes a director; or

        (ii)   the relevant facts as to the holding of the office or the
               possession of the property come to the person's knowledge;
whichever is later; or

   (b)  where the person begins to hold the office or comes into possession of
        the property as mentioned in subsection (6) after the person becomes a
        director-at the first meeting of directors held after the relevant
        facts as to the holding of the office or the possession of the
        property come to the person's knowledge.

(8) A secretary of a company shall record every declaration under this section
in the minutes of the meeting at which it was made.

(9) Except as provided in subsection (3), this section is in addition to, and
not in derogation of, the operation of any rule of law or any provision in the
articles restricting a director from having any interest in contracts with the
company or from holding offices or possessing properties involving duties or
interests in conflict with his or her duties or interests as a director.