24.5
(1) Every director or senior officer of the corporation who in any way, directly or indirectly, is interested in a proposed contract or transaction with the corporation must disclose the fact and the nature and extent of that interest at a meeting of the directors.
(2) The disclosure required by subsection (1) must be made
(a) at the meeting at which a proposed contract or transaction is first considered,
(b) if the director or senior officer was not, at the time of the meeting referred to in paragraph (a), interested in a proposed contract or transaction, at the first meeting after he or she becomes interested, or
(c) at the first meeting after the relevant facts come to the knowledge of the director or senior officer.
(3) For the purposes of this section, a general notice in writing given by a director or senior officer of the corporation to the directors of the corporation to the effect that
(a) he or she is a member, director or officer of a specified corporate body or is a partner in, or owner of, a specified firm, and
(b) he or she has an interest in the specified corporate body or firm, is a sufficient disclosure of interest to comply with this section.
(4) A director or senior officer of the corporation is not deemed to be interested or to have been interested at any time in a proposed contract or transaction solely as a result of any of the following circumstances:
(a) a proposed contract or transaction relates to a loan to the corporation, and he or she or a specified corporate body or specified firm in which he or she has an interest has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan;
(b) a proposed contract or transaction has been or will be made with or for the benefit of a corporate body affiliated to the corporation, and he or she is a director or officer of that corporate body;
(c) a proposed contract or transaction relates to an indemnity of the type described in Division 5 of Part 5 of the Business Corporations Act, or to insurance of the type described in section 165 of that Act;
(d) a proposed contract or transaction relates to the remuneration of a director or senior officer in his or her capacity as a director or senior officer.
(5) For the purposes of subsection (4), in determining whether a corporate body is affiliated with the corporation, the definition of "affiliate" in section 1 (1) of the Business Corporations Act applies and section 2 of that Act applies.