CGOV.6:5.1 - A warehouse owned by a director’s business

In a constructed company, director Arun owns the business offering a warehouse to the company. The supplied corporate rule requires disclosure of that interest and excludes an interested director from deliberation and voting on the purchase, apart from answering factual questions at the eligible directors’ request. The rule’s other applicable conditions are known.

The matter is the company’s purchase; Arun’s contribution includes influencing and voting on it; the ownership interest concerns the seller’s proceeds. That relation triggers the stated handling conditions. There is no need to prove that Arun lied or that the price is unfair before applying them.

The result identifies the interest, required disclosure and participation limits. It does not establish that the purchase is prohibited or approved, nor that a particular price is fair. Those are further questions for the eligible decision makers and relevant specialist methods.