If a director of a company is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the company, he must declare the nature and extent of that interest to the other directors.
The declaration may (but need not) be made—
at a meeting of the directors, or
by notice to the directors in accordance with—
section 184 (notice in writing), or
section 185 (general notice).
If a declaration of interest under this section proves to be, or becomes, inaccurate or incomplete, a further declaration must be made.
Any declaration required by this section must be made before the company enters into the transaction or arrangement.
A director need not declare an interest—
if it cannot reasonably be regarded as likely to give rise to a conflict of interest;
if, or to the extent that, the other directors are already aware of it (and for this purpose the other directors are treated as aware of anything of which they ought reasonably to be aware); or
if, or to the extent that, it concerns terms of his service contract that have been or are to be considered—
by a meeting of the directors, or
by a committee of the directors appointed for the purpose under the company's constitution.