36.— (1) A director of a subsidiary who has—

(a) any interest in any body or concerns with which the subsidiary has made a contract or proposes to make a contract, or

(b) any interest in any contract which the subsidiary has made or proposes to make,

shall disclose to the subsidiary the fact of such interest and the nature thereof, and shall not be present at any deliberation or decision of the subsidiary relating to the contract.

(2) Where at a meeting of the directors of a subsidiary any of the following matters arise, 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 present at the meeting who otherwise than in his or her capacity as such a director is in any way, whether directly or indirectly, interested in the matter—

(i) shall at the meeting disclose the fact of such interest and the nature thereof,

(ii) shall take no part in any deliberations of the directors relating to such matter save to such extent as the chairperson of the meeting at which such deliberations take place may permit, and

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

(3) Where an interest is disclosed under 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 directors of a subsidiary, a question arises as to whether or not a course of conduct, if pursued by a director, would be a failure by him or her to comply with the requirements of subsection (1) or (2), the question may be determined by the chairperson 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 the Authority is satisfied that a director of a subsidiary has failed to comply with a requirement of subsection (1) or (2) the Authority may, if it thinks fit, remove that director from office or take such other action as it considers appropriate. Where a person is removed from office under this subsection he or she is disqualified from being a member of the Authority or director of a subsidiary.

(6) Section 194 of the Companies Act 1963 does not apply to a director of a subsidiary.