Commonwealth Numbered Acts

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Restrictions on voting—directors of public companies only

Restrictions on voting and being present

(1) A director of a public company who has a material personal interest in a matter that is being considered at a directors' meeting must not:

be present while the matter is being considered at the meeting; or

vote on the matter;


subsection (2) or (3) allows the director to be present; or

the interest does not need to be disclosed under section 191.

Participation with approval of other directors

(2) The director may be present and vote if directors who do not have a material personal interest in the matter have passed a resolution that:

identifies the director, the nature and extent of the director's interest in the matter and its relation to the affairs of the company; and

states that those directors are satisfied that the interest should not disqualify the director from voting or being present.

Participation with ASIC approval

(3) The director may be present and vote if they are so entitled under a declaration or order made by ASIC under section 196.

Director may consider or vote on resolution to deal with matter at general meeting

(4) If there are not enough directors to form a quorum for a directors' meeting because of subsection (1), 1 or more of the directors (including those who have a material personal interest in that matter) may call a general meeting and the general meeting may pass a resolution to deal with the matter.

Effect of contravention by director

(5) A contravention by a director of:

this section; or

a condition attached to a declaration or order made by ASIC under section 196;

does not affect the validity of any resolution.

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