Section 192 - Conflicts of duty and interest

(1) Despite a provision in the constitution of a company to the contrary, a director shall not, without the consent of the company in accordance with section 193, place that director in a position in which the duties of the director to the company conflicts or may conflict with the personal interests or the duties to other persons, and in particular, without that consent, a director shall not,

(a) use to the advantage of that director any money or property of the company or use, otherwise than in accordance with section 198, any confidential information or special knowledge obtained by that director in the capacity of director;

(b) be interested directly or indirectly, otherwise than merely as a shareholder or debenture holder in a public company, in a business which competes with that of the company; or

(c) be personally interested, directly or indirectly, in a contract or any other transaction entered into by the company except as provided by section 194.

(2) The duty of a director to avoid conflict 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 by the directors.

(3) Authorisation may be given by the directors

(a) where the company is a private company and nothing in the constitution of the company invalidates the authorisation, by the matter being proposed to and authorised by the directors; or

(b) where the company is a public company and the constitution of the company includes provisions enabling the directors to authorise the matter, by the matter being proposed to and authorised by the directors in accordance with the constitution.

(4) The authorisation is effective only if

(a) any requirement as to the quorum at the meeting at which the matter is considered is met without counting the director in question or any other interested director, and

(b) the matter was agreed to without the voting of the directors or would have been agreed to if the votes of the directors had not been counted.

(5) Any reference in this section to a conflict of interest includes a conflict of interest and duty and a conflict of duties.