34.— (1) (a) Where a member of the staff of the company or a subsidiary has an interest, otherwise than in his capacity as such a member, in any contract, agreement or arrangement, or proposed contract, agreement or arrangement, to which the company or the subsidiary is a party or in a matter referred to in paragraph (c) or (d) of section 33 (1), he shall—

(i) disclose to the company or the subsidiary, as the case may be, his interest and the nature thereof,

(ii) take no part in the negotiation of the contract, agreement or arrangement or in any deliberation by directors or members of the staff of the company or the subsidiary in relation thereto or in relation to the matter aforesaid, and

(iii) make no recommendation in relation to the contract, agreement or arrangement or the matter aforesaid.

(b) Paragraph (a) does not apply to contracts, or proposed contracts, of employment of members of the staff of the company with the company or of a subsidiary with a subsidiary.

(2) A person who contravenes subsection (1) shall be guilty of an offence.