Section 82, Cap. 287

(1) A Director may contract with and be interested in any way, Directors'whether directly or indirectly, in any actual or proposed contract or arrange- contracts. ment with the Company, either as vendor, purchaser or otherwise, and shall not be liable to account for any profit made by him by reason of any such contract or arrangement, provided that the nature of the interest of the Director in such contract or arrangement be declared at the meeting of Directors at which the question is first taken into consideration, if his interest then exists, or in any other case at the next meeting of the Directors held after he became interested, and it shall be the duty of the Director so to declare Business managed by his interest. No Director shall vote as a Director in respect of any contract or arrangement in which he shall be interested, and if he does so his vote shall not be counted; he may be required by the majority of the other Directors to withdraw during the discussion of such contracts or arrangements, but for this purpose he shall be counted in the quorum present at the meeting, and these prohibitions shall not apply to- (a) any arrangement for giving a Director any security for advances or by way of indemnity or to any allotment to or any contract or arrangement for the underwriting or subscription by a Director of shares or debentures of the Company; or (b) any contract or dealing in which the Director is interested by reason only of his being a director or other officer, employee or nominee of any government or corporation which, being a member of the Company or holding shares in a corporation which is a member of the Company, is interested in such contract or dealing whether directly or indirectly, and this exception shall not cease to have effect merely by reason of the fact that the Director is also a shareholder or creditor of any such government or corporation or any corporation in which it is interested: Provided that these provisions may at any time be suspended or relaxed to any extent by the Company in General Meeting. (2) A Director may hold office as a director or manager of or be otherwise interested in any other corporation in which the Company is in any way interested, and shall not (unless it is otherwise agreed) be liable to account to this Company for any remuneration or other benefits receivable by him from such other corporation. (3) A Director may hold any other office or place of profit under the Company (except that of Auditor) in conjunction with his office of Director, and on such terms as to remuneration and otherwise as the Directors shall arrange. (4) A Director may act by himself or his firm in a professional capacity for the Company (except as Auditor to the Company), and he or his firm shall be entitled to remuneration for professional services as if he were not a Director. (5) For the purpose of this Article a general notice given to the Directors by a Director at any meeting of the Directors to the effect that he is a member of a specified corporation or firm and is to be regarded as interested in any contract which may after the date of the notice be made with that corporation or firm shall be deemed to be a sufficient declaration of interest in relation to any contract so made. PowERS AND DuTIES oF DIRECTORS.