Section 198 - Use of company information

(1) A director of a company who has information in the capacity of that director as a director or employee of the company, being information that would not otherwise be available to that director, shall not disclose that information to any person, or make use of or act on the information, except

(a) for the purposes of the company;

(b) as required by law;

(c) in accordance with subsection (2); or

(d) in any other circumstances

(i) authorised by the constitution of that company; or

(ii) approved by the company by a written resolution circulated to all the members and signed by three fourths of all members entitled to attend and vote on the resolution at a general meeting; or

(iii) approved by the company by an ordinary resolution of the company passed at a general meeting at which neither the director concerned, nor the holder of any share in which the director is beneficially interested, directly or indirectly, has voted as member on the resolution or where the holder has voted and the vote is not counted.

(2) The approval under subparagraph (iii) of paragraph (d) may be given before or after the occurrence of the transaction to which the approval relates.

(3) The Board may authorise a director to disclose, make use of, or act on information where the board is satisfied that to do so is not likely to affect the company.

(4) A director of a company may, if authorised by the Board under subsection (3), disclose information to

(a) a person whose interests the director represents; or

(b) a person in accordance with whose directions or instructions the director may be required or is accustomed to act in relation to the powers and duties of the director,

subject to the director entering the particulars of the authorisation and the name of the person to whom the information is disclosed in the Interests Register.

(5) Any monetary gain made by a director from the use of information which a director has in the capacity of that director as a director shall be accounted for to the company.