Public Corporations Act 1993

A director of a subsidiary who has a direct or indirect personal or pecuniary interest in a matter decided or under consideration by the board—

must, as soon as reasonably practicable, disclose in writing to the board full and accurate details of the interest; and

must not take part in any discussion by the board relating to that matter; and

must not vote in relation to that matter; and

must be absent from the meeting room when any such discussion or voting is taking place.

If a director makes a disclosure of interest and complies with the other requirements of subclause (1) in respect of a proposed contract—

the contract is not liable to be avoided by the subsidiary; and

the director is not liable to account to the subsidiary for profits derived from the contract.

If a director fails to make a disclosure of interest or fails to comply with any other requirement of subclause (1) in respect of a proposed contract, the contract is liable to be avoided by the subsidiary or by its parent corporation or its parent corporation's Minister.

A contract may not be avoided under subclause (3) if a person has acquired an interest in property the subject of the contract in good faith for valuable consideration and without notice of the contravention.

Where a director of a subsidiary has or acquires a personal or pecuniary interest, or is or becomes the holder of an office, such that it is reasonably foreseeable that a conflict might arise with his or her duties as a director of the subsidiary, the director must, as soon as reasonably practicable, disclose in writing to the board of the subsidiary full and accurate details of the interest or office.

A disclosure under this clause must be recorded in the minutes of the board and reported to the board of the parent corporation and the parent corporation's Minister.

If, in the opinion of the parent corporation's Minister, a particular interest or office of a director is of such significance that the holding of the interest or office is not consistent with the proper discharge of the duties of the director, the Minister may require the director either to divest himself or herself of the interest or office or to resign from the board (and non-compliance with the requirement constitutes misconduct and hence a ground for removal of the director from the board).

Without limiting the effect of this clause, a director will be taken to have an interest in a matter for the purposes of this clause if an associate of the director has an interest in the matter.

This clause does not apply in relation to a matter in which a director has an interest while the director remains unaware that he or she has an interest in the matter, but in any proceedings against the director the burden will lie on the director to prove that he or she was not, at the material time, aware of his or her interest.