91. Interests in contracts
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(1) A director or officer of a company—
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(a) who is a party to a material contract or proposed material contract with the company; or
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(b) who is a director or an officer of any body, or has a material interest in any body, that is a party to a material contract or proposed material contract with the company,
shall disclose in writing to the company or request to have entered in the minutes of meetings of directors the nature and extent of his or her interest.
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(2) The disclosure required by subsection (1) shall be made, in the case of a director of a company—
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(a) at the meeting at which a proposed contract is first considered;
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(b) if the director was not then interested in a proposed contract, at the first meeting after he or she becomes so interested;
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(c) if the director becomes interested after a contract is made, at the first meeting after he or she becomes so interested; or
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(d) if a person who is interested in a contract later becomes a director of the company, at the first meeting after he or she becomes a director.
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(3) The disclosure required by subsection (1) shall be made, in the case of an officer of a company who is not a director—
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(a) after he or she becomes aware that the contract or proposed contract is to be considered, or has been considered, at a meeting of directors of the company;
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(b) if the officer becomes interested after a contract is made, after he or she becomes so interested; or
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(c) if a person who is interested in a contract later becomes an officer of the company, after he or she becomes an officer.
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(4) If a material contract or a proposed material contract is one that, in the ordinary course of the company's business, would not require approval by the directors or shareholders of the company, a director or officer of the company shall disclose in writing to the company, or request to have entered in the minutes of meetings of directors, the nature and extent of his or her interest after the director or officer becomes aware of the contract or proposed contract.
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(5) A director of a company who is referred to in subsection (1) may vote on any resolution to approve a contract that he or she has an interest in, if the contract—
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(a) is an arrangement by way of security for money loaned to, or obligations undertaken by him or her, for the benefit of the company or an affiliate of the company;
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(b) is a contract that relates primarily to his or her remuneration as a director, officer, employee or agent of the company or an affiliate of the company;
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(c) is a contract for indemnity or insurance under sections 99 to 103;
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(d) is a contract with an affiliate of the company; or
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(e) is a contract other than one referred to in paragraphs (a) to (d);
but, in the case of a contract described in paragraph (e), no resolution is valid unless notice of the nature and extent of the director's interest in the contract is declared and disclosed in reasonable detail to the shareholders of the company and the resolution is approved by not less than 2/3 of the votes.