Australian Capital Territory Current Acts Australian Capital Territory Current Acts(1) If a governing board member has a material interest in an issue being considered, or about to be considered, by the governing board, the member must disclose the nature of the interest at a board meeting as soon as practicable after the relevant facts come to the member's knowledge.
Note Material interest is defined in s (4). The definition of indirect interest in s (4) applies to the definition of material interest .
(2) The disclosure must be recorded in the governing board's minutes and, unless the board otherwise decides, the member must not—
(a) be present when the board considers the issue; or
(b) take part in a decision of the board on the issue.
Example
Albert, Boris and Chloe are members of a governing board. They have an interest in an issue being considered at a governing board meeting and they disclose the interest as soon as they become aware of it. Albert's and Boris's interests are minor but Chloe has a direct financial interest in the issue.
The governing board considers the disclosures and decides that because of the nature of the interests:
• Albert may be present when the board considers the issue but not take part in the decision
• Boris may be present for the consideration and take part in the decision.
The board does not make a decision allowing Chloe to be present or take part in the board's decision. Accordingly, since Chloe has a material interest she cannot be present for the consideration of the issue or take part in the decision.
(3) Any other governing board member who also has a material interest in the issue must not be present when the board is considering its decision under subsection (2).
(4) In this section:
"associate", of a person, means—
(a) the person's business partner; or
(b) a close friend of the person; or
(c) a family member of the person.
"executive officer", of a corporation, means a person (however described) who is concerned with, or takes part in, the corporation's management, whether or not the person is a director of the corporation.
"indirect interest"—without limiting the kinds of indirect interests a person may have, a person has an indirect interest in an issue if any of the following has an interest in the issue:
(a) an associate of the person;
(b) a corporation if the corporation has not more than 100 members and the person, or an associate of the person, is a member of the corporation;
(c) a subsidiary of a corporation mentioned in paragraph (b);
(d) a corporation if the person, or an associate of the person, is an executive officer of the corporation;
(e) the trustee of a trust if the person, or an associate of the person, is a beneficiary of the trust;
(f) a member of a firm or partnership if the person, or an associate of the person, is a member of the firm or partnership;
(g) someone else carrying on a business if the person, or an associate of the person, has a direct or indirect right to participate in the profits of the business.
"material interest"—a governing board member has a "material interest "in an issue if the member has—
(a) a direct or indirect financial interest in the issue; or
(b) a direct or indirect interest of any other kind if the interest could conflict with the proper exercise of the member's functions in relation to the board's consideration of the issue.