Clause 6

Subject to this section, every director or chief executive officer of the trustee‑manager of a registered business trust (called in this section the director or chief executive officer) 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 (called in this section the transaction or proposed transaction) must, as soon as practicable after the relevant facts have come to his or her knowledge —

declare the nature of his or her interest at a meeting of the directors of the trustee‑manager; or

send a written notice to the trustee‑manager containing details on the nature, character and extent of his or her interest in the transaction or proposed transaction.(2) A written notice under subsection (1)(b) must be given as soon as practicable after —

the date on which the director or chief executive officer became a director or chief executive officer, as the case may be; or

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 the transaction or proposed transaction.(3) Despite subsections (1) and (2), where —

before the appointed day, a chief executive officer had become, directly or indirectly, interested in a transaction or proposed transaction; and

on the appointed day, the transaction or proposed transaction has not been fully carried out,the chief executive officer must —

make the declaration under subsection (1)(a) as soon as practicable on or after the appointed day unless the declaration has been made before that day; or

give the written notice under subsection (1)(b) as soon as practicable on or after the appointed day unless the written notice has been given before that day.(4) Where a chief executive officer makes any declaration in accordance with subsection (3)(c), the chief executive officer is deemed to have made a declaration under subsection (1)(a) in accordance with subsection (1), and any declaration made under subsection (3)(c) is to be treated as a declaration given under subsection (1)(a).(5) Where a chief executive officer gives any written notice in accordance with subsection (3)(d), the chief executive officer is deemed to have given a written notice under subsection (1)(b) in accordance with subsection (2), and any written notice given under subsection (3)(d) is to be treated as a written notice given under subsection (1)(b).(6) The requirements of subsection (1) do not apply in any case where the interest of the director or chief executive officer consists only of being a member or creditor of a corporation which is interested in a transaction or proposed transaction mentioned in that subsection 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.(7) A director or chief executive officer is not deemed to be interested or to have been at any time interested in the transaction or proposed transaction mentioned in subsection (1) by reason only —

in the case where the transaction or proposed transaction relates to any loan to the trustee‑manager of the registered business trust — that he or she has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan; or

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 he or she is a director or chief executive officer (as the case may be) of the related 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 trust deed of the registered business trust.(8) 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 —

in the case of a declaration, the declaration is given at a meeting of the directors of the trustee‑manager 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 of the trustee‑manager after it is given;

the declaration or written notice is to the effect that —

he or she is an officer or a member of a specified corporation, a member of a specified firm, or a partner or an officer of a specified limited liability partnership; and

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;

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

at the time the transaction is made, or the proposed transaction is proposed, his or her interest is not different in nature or greater in extent than the nature and extent of the interest specified in the declaration or written notice under paragraph (c).(9) Every director and chief executive officer who holds any office or possesses any property whereby, whether directly or indirectly, any duty or interest might be created in conflict with the duties or interests of the trustee‑manager in relation to the registered business trust, must —

declare the fact and the nature, character and extent of the conflict at a meeting of the directors of the trustee‑manager; or

send a written notice to the trustee‑manager setting out the fact and the nature, character and extent of the conflict.(10) A declaration under subsection (9)(a) must be made at the first meeting of the directors of the trustee‑manager of a registered business trust held —

after he or she becomes a director or chief executive officer, as the case may be; or

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.(11) A written notice under subsection (9)(b) must be given as soon as practicable after —

the date on which the director or chief executive officer became a director or chief executive officer, as the case may be; or

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.(12) Despite subsections (9), (10) and (11), where —

before the appointed day, a chief executive officer held any office or possessed any property mentioned in subsection (9); and

on the appointed day, the chief executive officer continues to hold such office or to possess such property,the chief executive officer must —

make the declaration under subsection (9)(a) at the first meeting of the directors of the trustee‑manager held on or after the appointed day unless the declaration has been made before that day; or

give the written notice under subsection (9)(b) as soon as practicable on or after the appointed day unless the written notice has been given before that day.(13) Where a chief executive officer makes any declaration in accordance with subsection (12)(c), the chief executive officer is deemed to have made a declaration under subsection (9)(a) in accordance with subsection (10), and any declaration made under subsection (12)(c) is to be treated as a declaration given under subsection (9)(a).(14) Where a chief executive officer gives any written notice in accordance with subsection (12)(d), the chief executive officer is deemed to have given a written notice under subsection (9)(b) in accordance with subsection (11), and any written notice given under subsection (12)(d) is to be treated as a written notice given under subsection (9)(b).(15) The trustee‑manager of a registered business trust must, as soon as practicable after the receipt of the written notice mentioned in subsection (1)(b) or (9)(b), send a copy of the written notice to —

in the case where the written notice is given by a chief executive officer — all the directors of the trustee‑manager; or

in the case where the written notice is given by a director — all the other directors of the trustee‑manager.(16) Where a director or chief executive officer declares an interest or a conflict by a written notice mentioned in subsection (1)(b) or (9)(b) (respectively) in accordance with this section —

the making of the declaration is deemed to form part of the proceedings at the next meeting of the directors of the trustee‑manager of the registered business trust after the written notice is given; and

the provisions of section 188 (minutes of proceedings) of the Companies Act 1967 apply as if the declaration had been made at that meeting.(17) The secretary of the trustee‑manager of a registered business trust 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 trustee‑manager under this section.(18) The directors of the trustee‑manager of a registered business trust must permit a chief executive officer who is not a director to attend a meeting of the board of directors of the trustee‑manager where such attendance is necessary for the chief executive officer to make a declaration for the purpose of complying with this section.(19) For the purposes of this section —

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 the director’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter; and

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 the chief executive officer’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter.(20) Subject to subsection (7), this section is 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 or chief executive officer 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 or interests of the trustee‑manager in relation to the registered business trust.(21) Any director or chief executive officer who contravenes subsection (1), (2), (3), (9), (10), (11), (12) or (18) 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 of a day during which the offence continues after conviction.(22) In this section, “appointed day” means the date of commencement of section 6 of the Business Trusts (Amendment) Act 2022.”.