DIRECTORS’ INTERESTS Sample Clauses
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DIRECTORS’ INTERESTS. 32.1 A Director or alternate Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.
32.2 A Director or alternate Director may act by himself or by, through or on behalf of his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director.
32.3 A Director or alternate Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company.
32.4 No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director or alternate Director holding office or of the fiduciary relationship thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.
32.5 A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to gi...
DIRECTORS’ INTERESTS. A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.
DIRECTORS’ INTERESTS. (a) Any Director who has a material personal interest in a contract or proposed contract of the Company, holds any office or owns any property such that the Director might have duties or interests which conflict with, or which may conflict, either directly or indirectly, with the Director’s duties or interests as a Director, must give the Directors notice of the interest at a meeting of Directors.
(b) A notice of a material personal interest must set out:
(i) the nature and extent of the interest; and
(ii) the relation of the interest to the affairs of the Company.
DIRECTORS’ INTERESTS. 33.1 For the purposes of these Articles (i) a conflict of interest may include (x) a conflict of interest and duty, (y) a conflict of duties, (ii) interest includes both direct and indirect interests and (iii) a Contract includes references to an existing or proposed contract and to an existing or proposed transaction or arrangement whether or not it is or will be a contract.
33.2 For the purposes of section 175 of the Companies Act, the Board may (subject to such terms and conditions, if any, as the Board may think fit to impose from time to time, and always subject to the Board’s right to vary or terminate such authorisation) authorise, to the fullest extent permitted by Law:
(a) any matter proposed to it in accordance with these Articles which would, if not so authorised, involve a breach of duty by a Director under that section, including, without limitation, any matter which relates to a situation in which a Director has, or can have, an interest which conflicts, or possibly may conflict, with the interests of the Company or which may reasonably be regarded as likely to give rise to a conflict of interest; and
(b) a Director to accept or continue in any office, employment or position in addition to his office as a Director and, without prejudice to the generality of paragraph (a) of this Article 33.2, may authorise the manner in which a conflict of interest arising out of such office, employment or position may be dealt with, either before or at the time that such a conflict of interest arises, provided that any such authorisation will be effective only if:
(i) any requirement as to quorum at the meeting at which the matter is considered is met without counting the Director in question or any other interested Director; and
(ii) the matter was agreed to without such Director voting or would have been agreed to if such Director’s votes had not been counted. The Board may (whether at the time of the giving of the authorisation or subsequently) make any such authorisation subject to any limits or conditions it expressly imposes but such authorisation is otherwise given to the fullest extent permitted. The terms of the authority shall be recorded in writing (but the authority shall be effective whether or not the terms are so recorded). The Board may vary or terminate any such authorisation at any time.
33.3 In accordance with Article 33.2, a Director shall be authorised for the purposes of section 175 of the Companies Act to act or continue to act as a Di...
DIRECTORS’ INTERESTS. A Director may:
DIRECTORS’ INTERESTS. Conflicts of interest requiring board authorisation
DIRECTORS’ INTERESTS. ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇, who concurrently serving as a Director of the Company and a director of ETIC, and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇, the brother of ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ and a Director of the Company, are deemed to have a material interest in the continuing connected transactions between the Company and ETIC and have abstained from voting on the Board resolutions in relation to the proposed transactions and their annual caps under the ETIC Sales Agreement.
DIRECTORS’ INTERESTS. 15.1 A director, including an alternate director, may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of director and may act in a professional capacity to the Company on such terms as to tenure of office, remuneration and otherwise as the directors may determine.
15.2 Subject to the provisions of the Law, and provided that he has disclosed to the director the nature and extent of any of his interests which conflict or may conflict to a material extent with the interests of the Company at the first meeting of the directors at which a transaction is considered or as soon as practical after that meeting by notice in writing to the secretary or has otherwise previously disclosed that he is to be regarded as interested in a transaction with a specific person, a director notwithstanding his office:
(a) may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;
(b) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; and
(c) shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.
15.3 For the purposes of Article 15.1:
(a) a general notice given to the directors or Secretary in the manner there specified that a director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the director has an interest in any such transaction of the nature and extent so specified; and
(b) an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of that director.
15.4 Where disclosure of an interest is made to the secretary in accordance with Article 15.1 the secretary shall inform the directors that it has been made and table the notice of the disclosure at the next meeting of the directors. Any disclosure at a me...
DIRECTORS’ INTERESTS. A Director shall disclose the nature of his interest in accordance with Section 156 of the Companies Act in respect of any contract or arrangement in which he is or may be interested and shall not be prohibited from voting or being counted in a quorum at any Board meeting in respect of any such contract or arrangement in which he is or may be interested provided he has disclosed the nature of his interest in accordance with Section 156 of the Companies Act.
DIRECTORS’ INTERESTS. The interests (for the purposes of Part X of the Act) of the Directors in the Ordinary Shares are set out in paragraph 4 of Part 7 of this document. The effect of the Scheme on the interests of the Directors does not differ from its effect on the like interests of any other Scheme Shareholder. Certain of the Directors have options granted under the Share Option Plans which will become exercisable as a result of the Proposal.