21. (1) Where a member of the Board, a member of a committee, a member of a board of a subsidiary, a member of staff of the NCH or a subsidiary or a consultant or adviser engaged by the NCH or a subsidiary has any pecuniary interest or other beneficial interest in, or material to, any matter which falls to be considered by the Board, a committee or the board of a subsidiary, he or she shall—

(a) disclose to the Board, committee or the board of a subsidiary, the nature of the interest in advance of any consideration of the matter,

(b) neither influence nor seek to influence a decision relating to the matter,

(c) take no part in any deliberation or consideration of the matter,

(d) withdraw from a meeting or that part of a meeting at which the matter is being discussed or considered, and

(e) if he or she is a member of the Board, a committee or a member of a board of a subsidiary, neither vote nor act as such a member in relation to the matter.

(2) A person shall be regarded as having a beneficial interest in each of the following cases:

(a) the person, any connected relative of the person or a nominee of either of them is a member of a company or any other body, which has a beneficial interest in or material to any matter referred to in subsection (1);

(b) the person or any connected relative of the person is in partnership with or is in the employment of a person who has a beneficial interest in, or material to, any such matter;

(c) the person or any connected relative is a party to any arrangement or agreement (whether or not enforceable) concerning land to which any such matter relates;

(d) any connected relative has a beneficial interest in, or material to, any such matter.

(3) A person shall not be regarded as having a beneficial interest in or material to any matter, if the interest is so remote that it cannot reasonably be regarded as influencing a person in considering, discussing or voting on a particular matter.

(4) The Board will determine any question as to whether a course of conduct would be a failure to comply with the disclosure requirement and particulars of the determination shall be recorded in the minutes of the meeting at which the determination is made.

(5) If a disclosure is made at a meeting of the Board, committee or the board of a subsidiary, details of the disclosure shall be recorded in the minutes of the meeting.

(6) Where the Minister is satisfied that a member of the Board or a committee or a member of a board of a subsidiary has not complied with subsection (1) the Minister may remove that member from office and that person shall then be disqualified from being a member of the Board or a committee or a member of a board of a subsidiary of the NCH.

(7) Where a person other than a member of the Board or a committee or a member of a board of a subsidiary contravenes subsection (1), the Board or the board of a subsidiary shall decide the appropriate action to be taken including the termination of a contract of service or a contract for services with the person.

(8) Section 231 of the Companies Act 2014 shall not apply to a member of a board of a subsidiary.

(9) Nothing in this section shall be taken to prejudice the operation of any rule of law restricting directors of a company from having any interest in contracts with the NCH or a subsidiary.

(10) In this section, “connected relative” in relation to a person, means a spouse, partner, parent, brother, sister, child or the spouse of a child of the person.