Companies Act 1967 - Singapore Statutes Online

Disclosure of interests in transactions, property, offices, etc.

156.—(1) Subject to this section, every director or chief executive officer of a company who is in any way, whether directly or indirectly, interested in a transaction or proposed transaction with the company must as soon as is practicable after the relevant facts have come to his or her knowledge —

(a)	declare the nature of his or her interest at a meeting of the directors of the company; or
(b)	send a written notice to the company containing details on the nature, character and extent of his or her interest in the transaction or proposed transaction with the company. [36/2014]

(2) A notice under subsection (1)(b) must be given as soon as is practicable after —

(a)	the date on which the director or chief executive officer became a director or chief executive officer (as the case may be); or
(b)	(if already a director or chief executive officer, as the case may be) the date on which the director or chief executive officer became, directly or indirectly, interested in a transaction or proposed transaction with the company,

as the case requires.

[36/2014]

(3) The requirements of subsection (1) do not apply in any case where the interest of the director or chief executive officer (as the case may be) consists only of being a member or creditor of a corporation which is interested in a transaction or proposed transaction with the firstmentioned company if the interest of the director or chief executive officer (as the case may be) may properly be regarded as not being a material interest.

[36/2014]

(4) A director or chief executive officer of a company is not deemed to be interested or to have been at any time interested in any transaction or proposed transaction by reason only —

(a)	in the case where the transaction or proposed transaction relates to any loan to the company — that he or she 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 corporation which by virtue of section 6 is deemed to be related to the company — that he or she is a director or chief executive officer (as the case may be) of that corporation,

and this subsection has effect not only for the purposes of this Act but also for the purposes of any other law, but does not affect the operation of any provision in the constitution of the company.

[36/2014]

(5) A declaration given by a director or chief executive officer under subsection (1)(a), or a written notice given by a director or chief executive officer under subsection (1)(b), is to be treated as a sufficient declaration or written notice under those provisions in relation to a transaction or proposed transaction if —

(a)

in the case of a declaration, the declaration is given at a meeting of the directors or the director or chief executive officer (as the case may be) takes reasonable steps to ensure that it is brought up and read at the next meeting of the directors after it is given;

(b)

the declaration or written notice is to the effect that —

(i)	he or she is an officer or a member of a specified corporation, a member of a specified firm, or a partner or officer of a specified limited liability partnership; and
(ii)	he or she is to be regarded as interested in any transaction which may, after the date of the declaration or written notice, be made with the specified corporation, firm or limited liability partnership;

(c)

the declaration or written notice specifies the nature and extent of his or her interest in the specified corporation, firm or limited liability partnership; and

(d)

at the time any transaction is made with the specified corporation, firm or limited liability partnership, his or her interest is not different in nature or greater in extent than the nature and extent specified in the declaration or written notice.

[36/2014]

(6) Every director and chief executive officer of a company who holds any office or possess any property whereby, whether directly or indirectly, any duty or interest might be created in conflict with their duties or interests as director or chief executive officer (as the case may be) must —

(a)	declare at a meeting of the directors of the company the fact and the nature, character and extent of the conflict; or
(b)	send a written notice to the company setting out the fact and the nature, character and extent of the conflict. [36/2014]

(7) A declaration under subsection (6)(a) must be made at the first meeting of the directors of the company held —

(a)	after he or she becomes a director or chief executive officer (as the case may be); or
(b)	(if already a director or chief executive officer, as the case may be) after he or she commenced to hold the office or to possess the property,

as the case requires.

[36/2014]

(8) A written notice under subsection (6)(b) must be given as soon as is practicable after —

(a)	the date on which the director or chief executive officer became a director or chief executive officer (as the case may be); or
(b)	(if already a director or chief executive officer, as the case may be) after he or she commenced to hold the office or to possess the property,

as the case requires.

[36/2014]

(9) The company must, as soon as practicable after the receipt of the written notice mentioned in subsection (1)(b) or (6)(b), send a copy of the notice to —

(a)	in the case where the notice is given by a chief executive officer — all the directors; or
(b)	in the case where the notice is given by a director — all the other directors. [36/2014]

(10) Where a chief executive officer or a director of the company declares an interest or conflict by a written notice mentioned in subsection (1)(b) or (6)(b) (respectively) in accordance with this section —

(a)	the making of the declaration is deemed to form part of the proceedings at the next meeting of the directors after the notice is given; and
(b)	the provisions of section 188 (minutes of proceedings) apply as if the declaration had been made at that meeting. [36/2014]

(11) The secretary of the company must record every declaration under this section in the minutes of the meeting at which it was made and keep records of every written resolution duly signed and returned to the company under this section.

[36/2014]

(12) The directors of a company must permit a chief executive officer of the company who is not a director to attend a meeting of the board of directors where such attendance is necessary for the chief executive officer to make a declaration for the purpose of complying with this section.

[36/2014]

(13) For the purposes of this section —

(a)	an interest of a member of a director’s family is treated as an interest of the director and the words “member of a director’s family” include his or her spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter; and
(b)	an interest of a member of a chief executive officer’s family is treated as an interest of the chief executive officer and the words “member of the chief executive officer’s family” include his or her spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter. [36/2014]

(14) Subject to subsection (4), this section is in addition to and not in derogation of the operation of any rule of law or any provision in the constitution restricting a director or chief executive officer from having any interest in transactions with the company or from holding offices or possessing properties involving duties or interests in conflict with his or her duties or interests as a director or chief executive officer (as the case may be).

[36/2014]

(15) Any director or chief executive officer of a company who fails to comply with any of the provisions of this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months.

[36/2014]

As to the duty and liability of officers

157.—(1) A director must at all times act honestly and use reasonable diligence in the discharge of the duties of his or her office.

(2) An officer or agent of a company must not make improper use of his or her position as an officer or agent of the company or any information acquired by virtue of his or her position as an officer or agent of the company to gain, directly or indirectly, an advantage for himself or herself or for any other person or to cause detriment to the company.

[36/2014]

(3) An officer or agent who commits a breach of any of the provisions of this section shall be —

(a)	liable to the company for any profit made by him or her or for any damage suffered by the company as a result of the breach of any of those provisions; and
(b)	guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months.

(4) This section is in addition to and not in derogation of any other written law or rule of law relating to the duty or liability of directors or officers of a company.

(5) In this section —

“officer” includes a person who at any time has been an officer of the company;

“agent” includes a banker, solicitor or auditor of the company and any person who at any time has been a banker, solicitor or auditor of the company.

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