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179.   Register of directors' holdings

Revised Laws of Saint Lucia (2022)

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179.   Register of directors' holdings

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    (1)   A public company shall keep a register showing the required particulars with respect to any interest in shares in, or debentures of, the company or of any affiliate or associate of the company, which is vested in a director.

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    (2)   For the purposes of this section, an interest in shares or debentures is vested in a director if—

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      (a)     the shares or debentures are registered in the director's name, or the names of the director and other persons jointly, or in the name of a nominee for him or her, or for him or her and them;

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      (b)     the director has a derivative interest in the shares or debentures, or a right or power to acquire a derivative interest in them;

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      (c)     the director has a right to subscribe for the shares or debentures, or another person has a right to subscribe for them and the director has a right to acquire them after they have been allotted;

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      (d)     the shares or debentures are the subject of a voting arrangement in favour of a director, that is to say, an arrangement (whether legally enforceable or not) by which the director may require the holder of the shares or debentures to vote, or not to vote, or to vote in a particular manner, at any general meeting of shareholders or at any meeting of a class of shareholders or debenture holders, or by which the director may require the holder of the shares or debentures to appoint the director or any other person to be his or her proxy with power to vote in respect of the shares or debentures at any such meeting.

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    (3)   For the purposes of subsection (1), the required particulars with respect to an interest in shares or debentures vested in a director are—

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      (a)     the number and classes of the shares and the number, classes and the amount of the principal and premiums payable to the holder of the debentures;

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      (b)     the nature of the interest and its duration (if it is limited in duration);

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      (c)     the date of the acquisition of the interest and the consideration (if any) given by the director or any other person for the acquisition; and

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      (d)     the date of the disposal of the interest by the director or the date of its cessation (whichever first occurs) and the consideration (if any) received by him or her or any other person for such disposal or cessation.

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    (4)   A director in respect of whom any entry is required to be made in the register shall notify the company in writing within 7 days after the matter occasioning the requirement of the entry occurs or arises, and shall include in the notification the particulars which the company is required to enter in the register in respect of that matter.

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    (5)   This section extends to interest in shares and debentures vested in a director at the time when he or she becomes a director, and subsection (4) applies in that case with the substitution of a period of 7 days after the director becomes a director for the period of 7 days after the matter occasioning the requirement of an entry occurs or arises.

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    (6)   The register shall be so made up that entries in it against the several names recorded in the register appear in chronological order.

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    (7)   The entries which are required by this section to be made in the register shall not be removed from the register, despite the fact that the person in respect of whom they are required to be made ceases to be a director, but it shall not be necessary to make an entry in the register in respect of a matter which occurs or arises after he or she ceases to be a director.

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    (8)   This section does not apply to an interest of a director which is created by the articles of incorporation of a company if the interest is one which is conferred on all the shareholders of the company or on all the shareholders of the class concerned, on the same terms and conditions, as on the director, that is to say, strictly in proportion to the shares, or shares of that class, held by them respectively.

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    (9)   A company and every director of a company who is in default commits an offence—

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      (a)     if the company fails to make an entry required by this section to be made in the register within 3 days after written notification of the matter required to be registered is given to it or any of its directors (other than a person in respect of whom an entry is required to be made) acquires knowledge of the matter in relation to which an entry is required to be made (whichever is the earlier); or

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      (b)     if the company makes a false, misleading or incomplete entry in relation to a matter which is required to be entered in the register.

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    (10)   A director of a company commits an offence if he or she fails to give a written notice of any matter in compliance with subsection (4) or (5), within the time thereby limited, to every company which is required to make an entry in relation to the matter in the register, or if he or she gives false, misleading or incomplete information to any such company with a view to it making an entry in its register.

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