Sections 134–135 of the GOC Act set out the statutory requirements relating to disclosure of interests by a Director and voting by an interested Director.

Any Director who has a direct or indirect interest in a matter being considered by the Board must disclose the nature of the interest to a meeting of the Board as soon as practicable after the relevant facts come to the Director’s knowledge. The Company Secretary must record such disclosure in the minutes of the meeting.

Where a Director has a material personal interest in a matter being considered by the Board the Director must not:

• vote on the matter
• vote on a related resolution (see definition below) permitting the Director (notwithstanding his/her material personal interest) to consider and vote on the matter
• be present while the matter, or a related resolution, is being considered by the Board
• otherwise take part in any decision of the Board relating to the matter or a related resolution.    

However, the Board may pass a resolution (a ‘related resolution’) that:

• specifies the Director, the interest and the matter
• 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.    

It has been held that an interest will be material if the interest involves a relationship of real substance to the matter under consideration. An interest has also been held to be material if the nature of the interest may be seen to have a capacity to influence the vote of a particular Director on the decision to be made.

QR’s Company Secretary or Corporate Counsel can provide advice to Directors on any conflict or potential conflict of interest. However, if a Director believes that they require independent legal advice from an external firm of solicitors in relation to a potential conflict of interest issue or any other issue concerning their ability to fulfil their role as a Director of QR, then the Director should confer with the Chairman and seek the Chairman’s approval before obtaining such advice. The cost of providing such advice will be borne by QR.

Shareholding Ministers may, by each signing consent to a proposed resolution, deal with a matter if the Board cannot deal with it because it cannot obtain a quorum.

A Register of Interests is maintained by the Company Secretary and Directors have a duty to disclose any interests. Changes to Directors’ interests are reported to the Board.