9B.— (1) Where at a meeting of the board of the subsidiary any of the following matters arises, namely—

(a) an arrangement to which the subsidiary is a party or a proposed such arrangement, or

(b) a contract or other agreement with the subsidiary or a proposed such contract or other agreement,

then, any director of the subsidiary present at the meeting who otherwise than in his capacity as such a director has a material interest in the matter shall—

(i) at the meeting, disclose to the board of the subsidiary the fact of such interest and the nature thereof,

(ii) absent himself from the meeting or that part of the meeting during which the matter is being discussed,

(iii) take no part in any deliberation of the board of the subsidiary relating to the matter, and

(iv) not vote on a decision relating to the matter.

(2) A director of the subsidiary who, otherwise than in his capacity as such a director has a material interest in—

(a) an arrangement or proposed arrangement to which paragraph (a) of subsection (1) applies, or

(b) a contract or other agreement or a proposed contract or other agreement to which paragraph (b) of that subsection applies,

shall neither influence nor seek to influence any decision to be made by the board of the subsidiary in relation thereto.

(3) Where a material interest is disclosed pursuant to this section, the disclosure shall be recorded in the minutes of the meeting concerned and, for so long as the matter to which the disclosure relates is being dealt with by the meeting, the director by whom the disclosure is made shall not be counted in the quorum for the meeting.

(4) Where at a meeting of the board of the subsidiary a question arises as to whether or not a course of conduct, if pursued by a director of the subsidiary, would constitute a failure by him to comply with the requirements of subsection (1), the question may, subject to subsection (5), be determined by the chairman of the meeting, whose decision shall be final, and where such a question is so determined, particulars of the determination shall be recorded in the minutes of the meeting.

(5) Where at a meeting of the board of the subsidiary, the chairman of the meeting is the director in respect of which a question to which subsection (4) applies falls to be determined, then the other directors of the subsidiary attending the meeting shall choose one of their number to be chairman of the meeting for the purpose of determining the question concerned.

(6) Where An Foras is satisfied that a director of the subsidiary has contravened subsection (1) or (2), An Foras may, if it thinks fit, remove that director from office and, where a person is removed from office pursuant to this subsection, he shall thenceforth be disqualified for being a director of the subsidiary. ]