Transactions with directors in respect of other arrangements and transactions in which directors have material interest

Other than loans, quasi-loans, credit transactions and guarantees (dealt with at Directors Loans -The Rules), there are specific disclosures required for both the current and preceding financial year for other arrangements and transactions entered into by directors or other persons connected with a director of the company or holding company where they have a material interest. These are:

 

Disclosure required for other arrangements and transactions Disclose by Director
Particulars of the principal terms x
Name of the director or other person with the material interest x
Nature of the interest x

 

Disclosure of such transactions or material interests is not required where the value of each transaction did not at any one time in the financial year exceed €5,000 (this has been increased from €1,269.74 under previous legislation) or if more, did not exceed €15,000 or 1% of the net assets of the company, whichever is less. Previous legislation stated that the percentage of net assets was to be assessed against the net assets at the end of the previous financial year. Assessment is now required using the net assets at the time of the transaction, and subsequently. This means that an assessment is required when a transaction is entered into and, if a breach of the 1% rule (or other limits) occurs at any time during the financial year, the transaction would become disclosable (Section 309(6)).

Furthermore, an interest in other arrangements or transactions entered into by a director may be deemed not to be material if in the opinion of the majority of the directors of the company it is not material.