Division 2 - Disclosure of, and voting on matters involving, material personal interests


192(1)  Power to give notice.  

A director of a company who has an interest in a matter may give the other directors standing notice of the nature and extent of the interest in the matter in accordance with subsection (2). The notice may be given at any time and whether or not the matter relates to the affairs of the company at the time the notice is given.


The standing notice may be given to the other directors before the interest becomes a material personal interest.

192(2)  (Details of notice)  

The notice under subsection (1) must:

(a)  give details of the nature and extent of the interest; and

(b)  be given:

(i) at a directors' meeting (either orally or in writing); or
(ii) to the other directors individually in writing.

The standing notice is given under subparagraph (b)(ii) when it has been given to every director.

192(3)  Standing notice must be tabled at meeting if given to directors individually.  

If the standing notice is given to the other directors individually in writing, it must be tabled at the next directors' meeting after it is given.

192(4)  Nature and extent of interest must be recorded in minutes.  

The director must ensure that the nature and extent of the interest disclosed in the standing notice is recorded in the minutes of the meeting at which the standing notice is given or tabled.

192(5)  Dates of effect and expiry of standing notice.  

The standing notice:

(a)  takes effect as soon as it is given; and

(b)  ceases to have effect if a person who was not a director of the company at the time when the notice was given is appointed as a director of the company.

A standing notice that ceases to have effect under paragraph (b) commences to have effect again if it is given to the person referred to in that paragraph.


The notice may be given to the person referred to in paragraph (b) by someone other than the director to whose interests it relates (for example, by the secretary).

192(6)  Effect of material increase in nature or extent of interest.  

The standing notice ceases to have effect in relation to a particular interest if the nature or extent of the interest materially increases above that disclosed in the notice.

192(7)  Effect of contravention by director.  

A contravention of this section by a director does not affect the validity of any act, transaction, agreement, instrument, resolution or other thing.


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