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Companies Act 2006

What should be declared?

362.Directors are required to declare any interest, direct or indirect, that they have in an existing transaction or arrangement entered into by the company. This section only applies to transactions or arrangements already entered into by the company. Section 177 (duty to declare interests) applies in the case of proposed transactions or arrangements with the company.

363.The director does not need to be a party to the transaction with the company in order for a declaration to be required under this section. For example, where the director’s spouse enters into a transaction with the company that may (but need not necessarily) give rise to an indirect interest on the part of the director in that transaction.

364.The declaration must be of the nature and extent of the director’s direct or indirect interest.

365.If the director has declared his interest in accordance with section 177 at the time the transaction was proposed, and before it was entered into by the company, the director does not need to repeat that declaration once the transaction becomes an existing transaction to which this section applies (subsection (1)).

366.Furthermore, a director need not declare any interest:

  • that cannot reasonably be regarded as likely to give rise to a conflict of interest;

  • that the other directors already know about, or ought reasonably to know about; or

  • that concerns the terms of his service contract, considered (or to be considered) by a meeting of directors or by the relevant committee of directors.

367.A director is regarded as failing to make the declarations required by this section if he fails to declare something that he ought reasonably to have known. But the director is not otherwise expected by this section to declare things he does not know (subsection (5)).

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