Register of Interests
The register that records every material personal interest disclosed by a Director under section 191 of the Corporations Act 2001 (Cth), together with each standing declaration made under section 192. This document is the template plus three pre-filled standing declarations for the interested parties already known at the point of incorporation.
Section 191 of the Corporations Act 2001 (Cth) requires a Director who has a material personal interest in a matter that relates to the affairs of the company to give the other Directors notice of the interest. Section 192 permits a Director to give a standing notice covering an interest of a general nature, which is deemed to satisfy s.191 in respect of matters concerning that interest. This register records both — the standing notices at the top, and any subsequent case-by-case disclosures below.
A public-company Director who has a material personal interest in a matter that is being considered at a Directors' meeting must not be present while the matter is being considered at the meeting or vote on the matter (s.195(1)). This is enforced by clause 17 of the Constitution. Exceptions exist (s.195(2)) — the other Directors may pass a resolution, or ASIC may make a declaration — but the default position is exclusion.
Register Cover
| Company | Life Without Debt Ltd (ACN [to be issued]) |
|---|---|
| Kept by | Company Secretary (currently: [Secretary name]) |
| Statutory basis | ss.191, 192, 195 Corporations Act 2001 (Cth); ACNC Governance Standard 5; Constitution clauses 16–19 |
| Retention | 7 years from the date of last entry (s.286 Corporations Act) |
| Access | Directors, the Company Secretary, the Company's auditor, and (on request) the Members and the ACNC |
| Register opened | [Date] |
Part A · Standing Declarations under s.192
Each Director's standing declaration below is a comprehensive listing of all material personal interests currently held. Any new interest arising after the date of the declaration must be entered in Part B (case-by-case disclosures) within a reasonable time under s.191.
Entry 1 — Laurence Hugo (CEO Director)
| Person making declaration | Laurence Hugo |
|---|---|
| Position | CEO Director of Life Without Debt Ltd |
| Date of declaration | [Date — recorded at first Board meeting, Agenda Item 4] |
| Statutory basis | Standing notice under s.192 of the Corporations Act 2001 (Cth) |
| Nature of interest(s) |
|
| Extent of interest | Employment income; family employment income; personal history-related connection to the beneficiary class |
| Voting position | I acknowledge that, unless the other Directors resolve otherwise under s.195(2) or an exception applies, I will not be present while any of the above matters are considered by the Board and will not vote on them (s.195(1); Constitution cl.17). |
Entry 2 — Lisa Hugo (Business Development Director & Co-founder)
| Person making declaration | Lisa Hugo |
|---|---|
| Position | Business Development Director & Co-founder of Life Without Debt Ltd |
| Date of declaration | [Date — recorded at first Board meeting, Agenda Item 4] |
| Statutory basis | Standing notice under s.192 of the Corporations Act 2001 (Cth) |
| Nature of interest(s) |
|
| Extent of interest | Directors' fees (if any); family relationship to CEO Director; potential concurrent employment income; personal history-related connection to the beneficiary class |
| Voting position | I acknowledge that, unless the other Directors resolve otherwise under s.195(2) or an exception applies, I will not be present while any of the above matters are considered by the Board and will not vote on them (s.195(1); Constitution cl.17). |
Entry 3 — Carla Oliver (in relation to CoSai CFO Services)
Carla Oliver is not proposed to be a Director of the Company and therefore is not a "Director" for the purposes of ss.191–195. However, because she instructs the Board on behalf of CoSai CFO Services (an appointed service provider under Resolution 7), the Board has resolved to require an equivalent disclosure and to record it on this Register. This is a matter of good governance rather than statutory duty. Should Carla be later appointed as a Director, this entry will be converted into a s.192 standing notice.
| Person making declaration | Carla Oliver |
|---|---|
| Position | Principal, CoSai CFO Services; instructing party to the Board (non-voting) |
| Date of declaration | [Date — recorded at first Board meeting] |
| Basis | Voluntary disclosure equivalent in form to s.192, on Board resolution requiring it |
| Nature of interest(s) |
|
| Position on Board matters | I do not vote (as a non-Director). I will withdraw from the room while any matter concerning the CoSai engagement is being considered by the Board. |
Entry 4 — Prof Deen Sanders OAM (Board-Appointed Legal Advisor)
Prof Deen Sanders OAM (Worimi Giparr) is Board-Appointed Legal Advisor to Life Without Debt Ltd (in formation) — an external, non-voting advisory role — and is not a Director of the Company. Accordingly, he is not a "Director" for the purposes of ss.191–195. Because he advises the Board on legal, governance and Indigenous-economics matters, the Board has resolved to require an equivalent disclosure and to record it on this Register as a matter of good governance. Should Prof Sanders subsequently consent to appointment as an independent Director (potentially as Chair), this entry will be converted into a s.192 standing notice.
| Person making declaration | Prof Deen Sanders OAM |
|---|---|
| Position | Board-Appointed Legal Advisor to Life Without Debt Ltd (in formation); Founder, Think.Know.Do. |
| Date of declaration | [Date — recorded at first Board meeting] |
| Basis | Voluntary disclosure equivalent in form to s.192, on Board resolution requiring it |
| Nature of interest(s) |
|
| Extent of interest | Multiple concurrent directorships and advisory roles across the Australian sustainable-finance, Indigenous-economics and governance sectors; potential for overlap with LWD counterparties in those sectors. |
| Position on Board matters | I do not vote (as a non-Director Legal Advisor). I will withdraw from the room while any matter in which I have a material personal interest is being considered by the Board. |
Part B · Case-by-Case Disclosures under s.191
Any material personal interest arising after the standing declaration must be entered here as soon as practicable after the Director becomes aware of it. The Chair reads out the disclosure at the next Board meeting and it is recorded in the minutes.
| # | Date disclosed | Director | Nature of interest | Matter to which it relates | Voting outcome | Secretary initials |
|---|---|---|---|---|---|---|
| B1 | ||||||
| B2 | ||||||
| B3 | ||||||
| B4 | ||||||
| B5 | ||||||
| B6 | ||||||
| B7 | ||||||
| B8 | ||||||
| B9 | ||||||
| B10 |
Review Cadence
- ☐ Standing declarations are refreshed at least annually, and immediately on the appointment of any new Director.
- ☐ At each Board meeting, the Chair calls "any new or changed interests to disclose" as a standing agenda item.
- ☐ The Company Secretary retains this Register at the registered office and produces it to the auditor on request.
- ☐ Extracts summarising interests are provided to the ACNC in each Annual Information Statement if requested.
Conflicts of Interest Policy — procedural framework.
Related-Party Policy — Chapter 2E controls.
Constitution cl.17 — voting exclusion for interested Directors.
First Directors' Resolutions — Resolutions 5, 6 and 7 rely on this register.
First Board Meeting Pack — Agenda Item 4 populates the register at the first meeting.