3.Corporate Matters and Procedure

|Q6 (Interested Transactions)

When a director has an interest in a matter, how should this situation be handled at the board meeting?

At a directors meeting, a director with an interest in a matter cannot be involved in the resolution for that matter (Companies Act Article 369, Section 2). That director is also excluded from the calculation of both the quorum and the denominator of the required vote,as to the resolution for that matter.

Also, if the chairman of the directors’ meeting is the interested director, he loses his authority to act as chairman for that proposal, and for that proposal another chairman must be elected.

(Posted: January 27, 2012)