Queensland Consolidated Acts Queensland Consolidated Acts(1) This section applies if a director on the board of directors of a corporate entity has a direct or indirect interest in a matter that is being considered, or about to be considered, by the board of directors.
(2) The director must immediately disclose the nature of the interest to a meeting of the board of directors.
Maximum penalty—200 penalty units.
(3) The disclosure must be recorded in the minutes of the meeting of the board of directors.
(4) If the director's interest is a material personal interest, the director must not—
(a) vote on the matter; or
(b) vote on a proposed resolution under subsection (5) in relation to the matter (a related resolution), whether in relation to the director or another director; or
(c) be present while the matter, or a related resolution, is being considered by the board of directors; or
(d) otherwise take part in any decision of the board of directors in relation to the matter or a related resolution.
Maximum penalty—100 penalty units.
(5) Subsection (4) does not apply to a matter if the board of directors has, at any time, passed a resolution that—
(a) states the director, the interest and the matter; and
(b) states that the directors voting for the resolution are satisfied that the interest should not disqualify the director from considering or voting on the matter.
(6) There is a quorum at the meeting only if there are at least 2 directors present who are entitled to vote on any motion that may be moved in relation to the matter.
(7) If there is no quorum, the corporate entity's shareholder may deal with the matter by signing a consent to a proposed resolution.