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Companies Act 1993

Directors and their powers and duties - Transactions involving self-interest

145: Use of company information

You could also call this:

“Rules for directors using confidential company information”

You are a director of a company. When you have special information because you’re a director or employee, you can’t tell anyone about it or use it for yourself. But there are some times when you can:

You can use the information for the company’s benefit. You can also share it if the law says you have to. There’s a special rule in section 140 that you need to follow too.

Sometimes, you can tell certain people about the information. If the board doesn’t say no, you can share it with someone whose interests you represent. You can also tell someone who gives you instructions about your job as a director. If you do this, you need to write down who you told in a special book called the interests register.

There’s one more way you can use the information. First, you need to write down what you want to do in the interests register. Then, you need to ask the board if it’s okay. Finally, you need to make sure that using the information won’t hurt the company. If all these things are true, then you can go ahead and use the information.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320680.

Topics:
Business > Industry rules
Business > Fair trading
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Part 8 Directors and their powers and duties
Transactions involving self-interest

145Use of company information

  1. A director of a company who has information in his or her capacity as a director or employee of the company, being information that would not otherwise be available to him or her, must not disclose that information to any person, or make use of or act on the information, except—

  2. for the purposes of the company; or
    1. as required by law; or
      1. in accordance with subsection (2) or subsection (3); or
        1. in complying with section 140.

          1. A director of a company may, unless prohibited by the board, disclose information to—

          2. a person whose interests the director represents; or
            1. a person in accordance with whose directions or instructions the director may be required or is accustomed to act in relation to the director's powers and duties and, if the director discloses the information, the name of the person to whom it is disclosed must be entered in the interests register.

              1. A director of a company may disclose, make use of, or act on the information if—

              2. particulars of the disclosure, use, or the act in question are entered in the interests register; and
                1. the director is first authorised to do so by the board; and
                  1. the disclosure, use, or act in question will not, or will not be likely to, prejudice the company.