On 20/06/2013,
you requested for the version in force on 20/06/2013
incorporating all amendments published on or before 20/06/2013.
The closest version currently available is that of 18/04/2013.
12.
—(1) Subject to subsections (2) and (3), every director of the trustee-manager of a registered business trust who is in any way, whether directly or indirectly, interested in a transaction or proposed transaction entered or to be entered into by the trustee-manager for or on behalf of the registered business trust shall, as soon as practicable after the relevant facts have come to his knowledge, declare the nature of his interest at a meeting of the directors of the trustee-manager.
(2) The requirements of subsection (1) shall not apply in any case where the interest of the director of the trustee-manager of a registered business trust consists only of being a member or creditor of a corporation which is interested in a transaction or proposed transaction referred to in that subsection if the interest of the director of the trustee-manager may properly be regarded as not being a material interest.
(3) A director of the trustee-manager of a registered business trust shall not be deemed to be interested or to have been at any time interested in any transaction or proposed transaction referred to in subsection (1) by reason only —
(a)
in the case where the transaction or proposed transaction relates to any loan to the trustee-manager — that that director has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan; or
(b)
in the case where the transaction or proposed transaction has been or will be made with or for the benefit of or on behalf of a related corporation of the trustee-manager of the registered business trust — that that director is a director of the related corporation,
and this subsection shall have effect not only for the purposes of this Act but also for the purposes of any other law, but shall not affect the operation of any provision in the trust deed of the registered business trust.
(4) For the purposes of subsection (1), a general notice given to the directors of the trustee-manager of a registered business trust by a director to the effect that he is an officer or a member of a specified corporation or a member of a specified firm and is to be regarded as interested in any transaction which may, after the date of the notice, be made with that corporation or firm shall be deemed to be a sufficient declaration of interest in relation to any transaction so made if it specifies the nature and extent of his interest in the specified corporation or firm and his interest is not different in nature or greater in extent than the nature and extent so specified in the general notice at the time any transaction is so made; but no such notice shall be of effect unless either it is given at a meeting of the directors of the trustee-manager or the director of the trustee-manager takes reasonable steps to ensure that it is brought up and read at the next meeting of the directors of the trustee-manager after it is given.
(5) Every director of the trustee-manager of a registered business trust who holds any office or possesses any property whereby, whether directly or indirectly, duties or interests might be created in conflict with the duties of the trustee-manager in relation to the registered business trust, shall declare the fact and the nature, character and extent of the conflict at a meeting of the directors of the trustee-manager.
(6) The declaration referred to in subsection (5) shall be made at the first meeting of the directors of the trustee-manager of a registered business trust held —
(a)
after he becomes a director; or
(b)
if he is already a director of the trustee-manager, after he commenced to hold the office or to possess the property,
as the case requires.
(7) The secretary of the trustee-manager of a registered business trust shall record every declaration under this section in the minutes of the meeting at which it was made.
(8) For the purposes of this section, an interest of a member of a director’s family shall be treated as an interest of the director of the trustee-manager of a registered business trust and the words “member of a director’s family” shall include his spouse, son, adopted son, step-son, daughter, adopted daughter and step-daughter.
(9) Subject to subsection (3), this section shall be in addition to and not in derogation of the operation of any rule of law or any provision in the trust deed restricting a director of the trustee-manager of a registered business trust from having any interest in transactions with the trustee-manager in its capacity as the trustee-manager of the registered business trust or from holding offices or possessing properties involving duties or interests in conflict with the duties of the trustee-manager in relation to the registered business trust.
(10) A director of the trustee-manager of a registered business trust who contravenes subsection (1) or (5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part thereof during which the offence continues after conviction.
[Companies 1994 Ed., s. 156]