18A

The general duty of the board of directors, and of each director individually, is to act with a view to promoting the success of the corporation so as to maximise the benefits for the members of the corporation as a whole and for the public.

18B

1

The duties that a director of a public benefit corporation has by virtue of being a director include in particular—

a

a duty to avoid a situation in which the director has (or can have) a direct or indirect interest that conflicts (or possibly may conflict) with the interests of the corporation;

b

a duty not to accept a benefit from a third party by reason of being a director or doing (or not doing) anything in that capacity.

2

The duty referred to in sub-paragraph (1)(a) is not infringed if—

a

the situation cannot reasonably be regarded as likely to give rise to a conflict of interest, or

b

the matter has been authorised in accordance with the constitution.

3

The duty referred to in sub-paragraph (1)(b) is not infringed if acceptance of the benefit cannot reasonably be regarded as likely to give rise to a conflict of interest.

4

In sub-paragraph (1)(b), “third party” means a person other than—

a

the corporation, or

b

a person acting on its behalf.

18C

1

If a director of a public benefit corporation has in any way a direct or indirect interest in a proposed transaction or arrangement with the corporation, the director must declare the nature and extent of that interest to the other directors.

2

If a declaration under this paragraph proves to be, or becomes, inaccurate or incomplete, a further declaration must be made.

3

Any declaration required by this paragraph must be made before the corporation enters into the transaction or arrangement.

4

This paragraph does not require a declaration of an interest of which the director is not aware or where the director is not aware of the transaction or arrangement in question.

5

A director need not declare an interest—

a

if it cannot reasonably be regarded as likely to give rise to a conflict of interest;

b

if, or to the extent that, the directors are already aware of it;

c

if, or to the extent that, it concerns terms of the director’s appointment that have been or are to be considered—

i

by a meeting of the board of directors, or

ii

by a committee of the directors appointed for the purpose under the constitution.

18D

1

Before holding a meeting, the board of directors must send a copy of the agenda of the meeting to the council of governors.

2

As soon as practicable after holding a meeting, the board of directors must send a copy of the minutes of the meeting to the council of governors.

18E

1

The constitution must provide for meetings of the board of directors to be open to members of the public.

2

But the constitution may provide for members of the public to be excluded from a meeting for special reasons.