Co-operatives Act, 2005 (Act No. 14 of 2005)Chapter 5 : Governance of Co-operatives37. Disclosure of interest |
| (1) | A director or manager of a co-operative must, in writing, disclose to the co-operative in accordance with this section— |
| (a) | the nature and extent of any interest that he or she has in a material contract or transaction, or a proposed material contract or transaction, with the co-operative; and |
| (b) | any material change to such interest. |
| (2) | This section does not require the disclosure of an interest in a contract or transaction that is available to and customarily entered into between the co-operative and its members, if the contract or transaction is on terms generally available to members. |
| (3) | Any disclosure must be recorded in the minutes of the meetings of directors. |
| (4) | A disclosure in terms of this section, must— |
| (a) | be made at the first meeting of directors at which the proposed contract or transaction is first considered; |
| (b) | if the director or manager did not have an interest in the proposed contract or transaction at the time of the meeting referred to in paragraph (a), be made at the first meeting after the director or manager acquired an interest in it; |
| (c) | if there is a material change in the interest of the director or manager, be made at the first meeting after the change; |
| (d) | if the director or manager acquires an interest in the contract or transaction after it has been concluded, be made at the first meeting after the director or manager acquires that interest; |
| (e) | if the director or manager had an interest in the contract or transaction before becoming a director or manager, be made at the first meeting after becoming a director or manager; or |
| (f) | if the contract or the transaction is one that would in the ordinary course of business not require the approval of directors, be made as soon as the director or manager becomes aware of the contract or transaction. |
| (5) | If the person making the disclosure is not a member of the board of directors, the disclosure must be made in writing for submission to the board. |
| (6) | The board of directors must, in accordance with section 21, keep a register of directors’ and managers’ interests in contracts or undertakings containing full particulars of every disclosure of interest made in terms of this section. |
| (7) | A director or manager of a co-operative who fails to comply with subsection (1) is, in the manner prescribed, subject to disqualification. |