For purposes of Rule HC-2.2.2, a director or officer should be considered to have a "personal interest" in a transaction with the company if:

(a) He himself; or
(b) A member of his family (i.e. spouse, father, mother, sons, daughters, brothers or sisters); or
(c) Another company of which he is a director or controlling shareholder,

is a party to the transaction or has a material financial interest in the transaction. (Transactions and interests which are de minimis in value should not be included.)

Amended: January 2012
July 2011