| Commentary

49.5 Conflicted director’s right to vote on transaction

| Commentary

49.5 Conflicted director’s right to vote on transaction

Although the Companies Act 2006 allows a director to be interested in a transaction or arrangement entered into by the company, subject to the appropriate disclosure, the Act does not state whether the conflicted director is allowed to vote on the directors’ decision to enter that transaction or arrangement. In fact, company articles of association commonly prohibit a director from voting on decisions concerning proposed transactions or arrangements in which he is interested, or from being counted towards the quorum if the decision is made at a board meeting1. Usually

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