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(1)Subject to subsection (2) below, where, whether before or during any meeting of a Board or any committee of theirs, any member of the Board or of such committee becomes aware that he or any person connected with him has (whether directly or indirectly) a material interest in or relating to any matter to be or being considered by the Board or, as the case may be, the committee, he shall declare such interest and withdraw from the meeting during such consideration and shall not vote on any question relating to the matter.
(2)Nothing in subsection (1) above shall—
(a)require a parent member or staff member of a Board or committee to declare an interest or withdraw; or
(b)prohibit him from voting,
in relation to any matter where his interest exists only by reason of his being such a member.
(3)Any person who is, by virtue of section 5 of this Act, entitled to attend and speak at any meeting of a Board, who becomes aware that he or any person connected with him has (whether directly or indirectly) a material interest in any matter being considered by the Board shall declare such interest and his declaration shall be recorded in the minutes of the meeting.
(4)Section 346(2) of the M1Companies Act 1985 (meaning of “connected person”) shall apply for the purpose of determining whether a person is connected with—
(a)a member of a Board or, as the case may be, a member of any committee of theirs; and
(b)any person mentioned in subsection (3) above as being entitled to attend and speak at a meeting,
as it applies for the purpose of determining whether a person is connected with a director of a company; and for such purpose, references in that section to a director of a company shall be construed as if they were references to, as the case may be, a member of the Board or of such committee, or a person mentioned in paragraph (b) above.
(5)The validity of any proceedings of a Board or committee shall not be affected by any failure to comply with this section.]
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