40
(c)
act by himself or his firm in a professional capacity for the Company (except as
auditor) and be entitled to remuneration for professional services as if he were not
a director;
(d)
be or become a member or director of, or hold any other office or place of profit
under, or otherwise be interested in, a holding company or subsidiary of that
holding company or any other company in which the Company may be interested.
The board may cause the voting rights conferred by the shares in any other
company held or owned by the Company or exercisable by them as directors of
that other company to be exercised in such manner in all respects as it thinks fit
(including the exercise of voting rights in favour of any resolution appointing the
directors or any of them as directors or officers of the other company or voting or
providing for the payment of any benefit to the directors or officers of the other
company); and
(e)
be or become a director of any other company in which the Company does not
have an interest if that cannot reasonably be regarded as likely to give rise to a
conflict of interest at the time of his appointment as a director of that other
company.
(2)
A director shall not, by reason of his holding office as director (or of the fiduciary
relationship established by holding that office), be liable to account to the Company for
any remuneration, profit or other benefit resulting from:
(a)
any relevant situation authorised under article
or
(b)
any interest permitted under paragraph
above,
and no contract shall be liable to be avoided on the grounds of any director having any
type of interest authorised under article
or permitted under paragraph
(3)
A director shall not vote (or be counted in the quorum at a meeting) in respect of any
resolution concerning his own appointment (including fixing or varying its terms), or the
termination of his own appointment, as the holder of any office or place of profit with the
Company or any other company in which the Company is interested but, where proposals
are under consideration concerning the appointment (including fixing or varying its terms),
or the termination of the appointment, of two or more directors to offices or places of
profit with the Company or any other company in which the Company is interested, those
proposals may be divided and a separate resolution may be put in relation to each director
and in that case each of the directors concerned (if not otherwise debarred from voting
under this article) shall be entitled to vote (and be counted in the quorum) in respect of
each resolution unless it concerns his own appointment or the termination of his own
appointment.
(4)
A director shall also not vote (or be counted in the quorum at a meeting) in relation to any
resolution relating to any transaction or arrangement or other proposal in which he has an
interest which (together with any interest of any connected person of his) is to his
knowledge a direct or indirect interest and may reasonably be regarded as likely to give
rise to a conflict of interest and, if he purports to do so, his vote shall not be counted, but
this prohibition shall not apply and a director may vote (and be counted in the quorum) in
respect of any resolution concerning any one or more of the following matters:
(a)
any transaction or arrangement in which he is interested by virtue of an interest in
shares, debentures or other securities of the Company or otherwise in or through
the Company;
(b)
the giving of any guarantee, security or indemnity in respect of:
(i)
money lent or obligations incurred by him or by any other person at the
request of, or for the benefit of, the Company or any of its subsidiaries; or
